Common use of Information Regarding Collateral Clause in Contracts

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of No Borrower Party shall effect any change in (i) the in any Borrower Party legal name of any Loan Party, as set forth in its organizational documentsname, (ii) in the jurisdiction of organization or the form of organization location of any Loan Party (including as a result of any merger or consolidation)Borrower Party's chief executive office, (iii) the location of the chief executive officer of in any Loan Party Borrower Party's identity or organizational structure, (iv) the in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number or (v) in any Borrower Party's jurisdiction of such Loan Party, organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws Lender not less than 10 days' prior written notice (in the form of an certificate of a jurisdiction that requires such information to be set forth on the face duly authorized officer of a UCC financing statementBorrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such Loan Partychange and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Parent Each Borrower Party agrees not to effect or permit promptly provide the Lender with certified Borrower Party Documents reflecting any change referred to of the changes described in the preceding sentence unless all filings have been made under sentence. Each Borrower Party also agrees to promptly notify the UCC Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise that are required disposed of in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion ordinary course of the Collateral is damaged or destroyedbusiness. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under delivery of financial statements pursuant to Section 8.04, the Collateral Documents that become subject Borrower shall deliver to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to Lender a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountPerfection Certificate Supplement.

Information Regarding Collateral. (a) Parent Furnish, and will furnish cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the legal any change (A) in any Restricted Subsidiary’s corporate name of any Loan Party, as set forth in its organizational documentscertificate of incorporation, certificate of formation or other relevant Constituent Documents, (B) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the jurisdiction of organization or the form of organization Funds Availability Date of any Loan Party (including as a result of any merger or consolidation), Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the location of the chief executive officer Funds Availability Date of any Loan Party Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction Excluded Subsidiary that requires such information ceases to be set forth on the face of a UCC financing statement, of such Loan Partyan Excluded Subsidiary. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral affected thereby(other than any Excluded Perfection Assets). Parent The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) If In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any material assets are acquired new power generating facility by the Borrower or any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountCore Asset.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) the in any Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documentswhich it maintains books or records relating to Collateral owned by it, domicile (iiwithin the meaning of the Quebec Civil Code) or any office or facility (other than any Store) at which Collateral owned by it with a value of more than $250,000 is located (including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging or amalgamating with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the applicable Collateral Agents and the applicable Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to any by such Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as such Collateral Agents or such Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to such Collateral Agents to maintain the perfection and priority of the security interest of such Collateral Agents for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under agrees to promptly provide the laws applicable Collateral Agents with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebysentence. Parent Each Loan Party also agrees to promptly to notify the Administrative Agent if applicable Collateral Agents of any material portion change in the location of the any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject delivery of financial statements pursuant to Section 5.01(a), deliver to the Lien applicable Administrative Agents and applicable Collateral Agents a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer(s) of the Borrowers certifying that all UCC financing statements (including fixture filings, as applicable), PPSA financing statements or financing change statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party for a period of not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of No Borrower Party shall effect any change in (i) the in any Borrower Party legal name of any Loan Party, as set forth in its organizational documentsname, (ii) in the jurisdiction of organization or the form of organization location of any Loan Party (including as a result of any merger or consolidation)Borrower Party’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Borrower Party’s identity or organizational structure, (iv) the in any Borrower Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number or (v) in any Borrower Party’s jurisdiction of such Loan Party, organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws Lender not less than 10 days’ prior written notice (in the form of an certificate of a jurisdiction that requires such information to be set forth on the face duly authorized officer of a UCC financing statementBorrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such Loan Partychange and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Parent Each Borrower Party agrees not to effect or permit promptly provide the Lender with certified Borrower Party Documents reflecting any change referred to of the changes described in the preceding sentence unless all filings have been made under sentence. Each Borrower Party also agrees to promptly notify the UCC Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise that are required disposed of in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion ordinary course of the Collateral is damaged or destroyedbusiness. (ba) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to Lender a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountPerfection Certificate Supplement.

Information Regarding Collateral. (a) Parent will furnish With respect to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of any change in (i) in any Loan Party's legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents's chief executive office, (ii) the jurisdiction of organization or the form of organization of in any Loan Party (including as a result of any merger Party's identity or consolidation)organizational structure, (iii) the location of the chief executive officer of in any Loan Party Party's Federal Taxpayer Identification Number or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such any or (iv) in any Loan Party, 's jurisdiction of organization (in each case, only including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), such Loan Party shall not effect such change until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) with respect to any such change, such Loan Party organized under shall have taken all action reasonably satisfactory to the laws Collateral Agent to maintain the perfection and priority of a jurisdiction that requires such information the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to be set forth on promptly provide the face Collateral Agent with certified Organizational Documents reflecting any of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to the changes described in the preceding sentence unless all filings have been made under sentence. Upon the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all request of the Collateral affected therebyAgent, but, unless a Default has occurred and is continuing, not more often than once every three months, such Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. Parent Borrower also agrees promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedsubject to a Casualty Event. (b) If (i) any material assets are acquired by any Loan Party after Each year, at the Effective Date (other than assets constituting Collateral under time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Documents Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that become subject to the Lien all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party for a period of not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number (or equivalent thereof) or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless (A) it shall have given the Administrative Agent not more than ten Business Days’ subsequent written notice (in the form of certificate signed by a Responsible Officer), or such longer notice period agreed to any Loan Party organized under by the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementAdministrative Agent, of such Loan Party. Parent agrees not change, clearly describing such change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. The Parent and the Borrowers hereby agree to provide the Administrative Agent, promptly following its request, with certified Organization Documents reflecting any of the changes described in the preceding sentence. Notwithstanding the foregoing or anything else to the contrary contained herein or in any other Loan Document, the Parent and each Borrower hereby agrees that it will at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion maintain its jurisdiction of organization as one of the Collateral is damaged States within the United States of America or destroyedDistrict of Columbia. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with each delivery of financial statements pursuant to Section 6.01(a), deliver to the Effective Date (other than assets constituting Collateral Administrative Agent a Perfection Certificate Supplement and a certificate of a Responsible Officer of the Parent and the chief legal officer of the Parent certifying that all actions required to be taken under the Collateral Documents that become subject to protect and perfect the Lien security interests and Liens under the Collateral Documents for a period of not less than 18 months after the date of such certificate (including without limitation, the filing of all UCC financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofin each appropriate governmental, municipal or other office) or have been taken (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any continuation statements of their retail operating store locations, unless required pursuant lien filings to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.be filed within such period). 140

Information Regarding Collateral. (ai) Parent The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 thirty (30) days thereof) written notice of any change in (iA) the legal name of any Loan Party, as set forth in its organizational documents, (iiB) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iiiC) the location of the chief executive officer office of any Loan Party or (ivD) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bii) If (iA) any material assets are acquired by any Loan Party after the Effective Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (iiB) any Mortgaged Property is acquired by any Loan Party after the Effective Closing Date, Parent the Borrower will promptly notify the Administrative Agent thereof and will will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause ‎(B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent the Borrower and, in the case of clause (i‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (A1) grant leasehold mortgages, foreign local law pledges (B2) obtain landlord lien waivers, estoppels, estoppels or collateral access agreements or bailee agreements with respect to any of their retail operating store locationsagreements, unless required pursuant to the ABL Credit Agreement or related loan documents or (C3) enter into Control Agreements in respect of any with respects to Excluded AccountAccounts.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in Not effect any event within 60 days thereof) written notice of any change in change, (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party or Party’s organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, and in which case, Borrower shall promptly notify the Federal Taxpayer Identification Number Administrative Agent of such change), or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate) of its intention so to any do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under shall promptly provide the laws Collateral Agent with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all sentence. Each Loan Party shall promptly notify the Collateral affected thereby. Parent also agrees promptly Agent of any change in the location of any office in which it maintains books or records relating to notify the Administrative Agent if Collateral owned by it or any material portion of the office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject delivery of financial statements pursuant to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective DateSection 5.01(a), Parent will promptly notify deliver to the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountAgent a Perfection Certificate Supplement.

Information Regarding Collateral. (a) Parent Except in connection with a transaction permitted by SECTION 6.03 in which a Loan Party is the surviving Person, the Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) Agents prompt written notice of any change in in: (ia) any Loan Party’s legal name; (b) the legal name location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its which it maintains books or records relating to Collateral located in Canada owned by it or any office or facility at which Collateral located in Canada owned by it is located (including the establishment of any such new office or facility); provided that any such notice with respect to the opening or closing of any retail store (other than the opening of any retail store in Canada in any province or territory where the Collateral Agent’s Liens are not then perfected) shall be provided to the Agents solely upon request of the Administrative Agent; (c) any Loan Party’s organizational documents, (ii) the structure or jurisdiction of organization incorporation or the form of organization of formation; or (d) any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of such organization. The Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under after giving effect thereto, the UCC or otherwise that are required in order for the Administrative Agent to Agents continue at all times following such change to have a valid, legal and perfected first priority (subject only to Permitted Encumbrances having priority by operation of Applicable Law and, with respect to Term Priority Collateral but subject to the Intercreditor Agreement or any other intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent with respect thereto, Liens securing the Loan Parties’ obligations under the Term Loan Documents and Liens permitted under clauses (h), (m), (p), (r) and (z) of the definition of “Permitted Encumbrances”) security interest in all the Collateral affected thereby. Parent also agrees promptly to notify for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Credit Parties. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), ) or (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedCollateral. (b) If The Borrower will furnish to the Administrative Agent prompt written notice of (i) any material assets are acquired the acquisition by any Loan Party of, or any real property otherwise becoming, a Mortgaged Property after the Original Effective Date and (ii) the acquisition by any Loan Party of any other material assets after the Original Effective Date, other than (x) any assets constituting Collateral under the Collateral Security Documents that become subject to in which the Lien of Administrative Agent shall have a valid, legal and perfected security interest (with the Collateral Documents priority contemplated by the applicable Security Document) upon the acquisition thereofthereof and (y) or Excluded Assets (iias defined in the Collateral Agreement). (c) any Mortgaged Property is acquired by any Loan Party after the Effective DateThe Borrower will, Parent will as promptly as practicable, notify the Administrative Agent thereof and will cause such assets of the existence of any deposit account or securities account maintained by a Loan Party in respect of which a Control Agreement is required to be subjected in effect pursuant to a Lien securing clause (f) of the Secured Obligations and will take such actions as shall be necessary or reasonably requested by definition of the Administrative Agent to satisfy the term “Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, ” but is not yet in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accounteffect.

Information Regarding Collateral. (a) Parent The Company will furnish to the Administrative Agent promptly prompt written notice (and which shall in any event within 60 be provided by the earlier of (x) 30 days thereofafter such change and (y) written notice 10 days prior to the date on which the perfection of the Liens under the Collateral Agreement would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Loan Party’s legal name, as set forth in such Loan Party’s Organizational Documents, (iii) any change in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) any change in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or and (iv) the any change in any Loan Party’s organizational identification number, if any, and the number or Federal Taxpayer Identification Number of Number, if such Loan Party, in each case, only with respect to any Loan Party is organized under the laws of a jurisdiction that requires such information a Loan Party’s organizational identification number or Federal Taxpayer Identification Number to be set forth on the face of a UCC Uniform Commercial Code financing statement. Upon request, of such Loan Party. Parent the Company agrees not to effect deliver all executed or permit any change referred to in the preceding sentence unless all authenticated financing statements and other filings have been made under the UCC Uniform Commercial Code (or analogous law in a non-U.S. jurisdiction) or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if following any material portion of the Collateral is damaged or destroyedsuch change. (b) If At the time of delivery of financial statements pursuant to Section 5.01(a), the Company shall deliver to the Administrative Agent a completed Supplemental Perfection Certificate, signed by a Financial Officer of the Company, (i) any material assets are acquired by any Loan Party after setting forth the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject information required pursuant to the Lien Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Collateral Documents upon Perfection Certificate delivered on the acquisition thereofClosing Date) or (ii) any Mortgaged Property is acquired by any Loan Party after certifying that there has been no change in such information from the Effective Datemost recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all prior to the extent required by first delivery of a Supplemental Perfection Certificate, from the Collateral Documents. It is understood and agreed that, notwithstanding anything to Perfection Certificate delivered on the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountClosing Date).

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party or Party’s organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, and in which case, Borrower shall promptly notify the Federal Taxpayer Identification Number Administrative Agent of such change), or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate) of its intention so to any do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under shall promptly provide the laws Collateral Agent with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all sentence. Each Loan Party shall promptly notify the Collateral affected thereby. Parent also agrees promptly Agent of any change in the location of any office in which it maintains books or records relating to notify the Administrative Agent if Collateral owned by it or any material portion of the office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject delivery of financial statements pursuant to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective DateSection 5.01(a), Parent will promptly notify deliver to the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountAgent a Perfection Certificate Supplement.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) the in any Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Term Loan Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Collateral Agent, as set forth in its organizational documents, to which the steps required by clause (iiB) the jurisdiction of organization below have been completed or the form of organization of any Loan Party (including as to a result of any merger Mortgaged Property or consolidation)a leased property subject to a Landlord Access Agreement, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10) 110 Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to any by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under agrees to promptly provide the laws Collateral Agent with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under sentence. For the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion purposes of the Collateral is damaged or destroyed. (b) If Regulation, (i) any material assets are acquired by any Loan Party after the Effective Date no U.K. Guarantor shall change its centre of main interest (other than assets constituting Collateral under the Collateral Documents as that become subject to the Lien term is used in Article 3(1) of the Collateral Documents upon the acquisition thereofRegulation) or from England and Wales, (ii) nor shall any Mortgaged Property Irish Guarantor change its centre of main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is acquired by any Loan Party after used in Article 2(h) of the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or Regulation) in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgagesother jurisdiction, (Biii) obtain landlord lien waiversnor shall nor shall any Swiss Guarantor change its centre of main interest from Switzerland, estoppelsnor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, collateral access agreements or bailee agreements with respect to any (iv) nor shall German Seller change its centre of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountmain interest from Germany.

Information Regarding Collateral. (a) Parent will Each of Holdco and Borrower shall, and shall cause each of the other Loan Parties to, furnish to the Administrative Agent promptly (and in any event within 60 days thereof) the Collateral Agent prompt written notice of any change in (i) in such Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, ’s chief executive office or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party or Party’s corporate structure, (iv) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or organizational identification number or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any other entity, dissolving. liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower shall not, and shall not permit any other Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementto, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent prior written notice of any such change and (ii) prior to or concurrently with such change, all filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected First Priority security interest interests in all the Collateral affected therebyCollateral. Parent also agrees Each of Holdco and Borrower shall, and shall cause each other Loan Party to, promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) If At the time of each delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.01(b), Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of Borrower (i) updating, to the extent necessary, to reflect (A) the list of owned and leased Real Property, (B) any material assets are acquired by changes to the names or locations of any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (iiC) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or other information reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents Collateral or (Cii) enter into Control Agreements confirming that there has been no change in respect of any Excluded Accountsuch information since the last such certificate (or, if no such certificate has previously been delivered, since the Closing Date).

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) the in any Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate, as set forth in its organizational documents, to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit the jurisdiction Loan Parties from maintaining Inventory having Dollar Equivalent fair market value not in excess of organization $10,000,000 located at locations not identified on Schedule 3.24 or the form of organization of any Loan Party (including as a result of any merger Perfection Certificate Supplement or consolidationa Borrowing Base Certificate), (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Funding Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to any by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in 163 connection therewith as the Collateral Agent or the Funding Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under agrees to promptly provide the laws Collateral Agent with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebysentence. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the The Loan Parties shall not permit more than $10 million in the aggregate of their Inventory to be required located at any location not listed on Schedule 3.24 (other than Inventory in transit), as updated from time to (A) grant leasehold mortgagestime in any Perfection Certificate Supplement or Borrowing Base Certificate. For the purposes of the Regulation, (Bi) obtain landlord lien waiversno U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, estoppels(ii) nor shall any Irish Guarantor change its centre of main interest from Ireland, collateral access agreements or bailee agreements with respect to nor shall any Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of their retail operating store locationsthe Regulation) in any other jurisdiction, unless required pursuant to the ABL Credit Agreement or related loan documents or (Ciii) enter into Control Agreements nor shall nor shall any Swiss Loan Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in respect any other jurisdiction, (iv) nor shall German Seller change its centre of any Excluded Accountmain interest from Germany.

Information Regarding Collateral. (ai) Parent Holdings will furnish to the Administrative Collateral Agent promptly (and in any event within 60 days thereof) prompt written notice of any change (A) in Loan Party’s corporate name; (iB) in the legal name location of any Loan Party, as set forth ’s chief executive office; (C) in its organizational documents, any Loan Party’s corporate structure; (iiD) the in any Loan Party’s jurisdiction of organization organization; or the form of organization of (E) if applicable, in any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Party’s Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any or state organizational identification number. Each Loan Party organized under agrees to promptly provide the laws Collateral Agent with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent changes described in the preceding sentence; (ii) Holdings agrees not to effect or permit any change referred to in the preceding sentence subclause (i) unless (A) it shall have given the Collateral Agent and the Administrative Agent prompt (and in any event within ten (10) days (or such later date as the Administrative Agent may agree) notice following any such change, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request; (B) it shall have taken all action reasonably satisfactory to the Collateral Agent and the Australian Security Trustee to maintain the perfection and priority of the security interest of the Collateral Agent and the Australian Security Trustee for the benefit of the Secured Parties in the Collateral, if applicable (including, without limitation, filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent and the Australian Security Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify as contemplated in the Administrative Agent if any material portion of the Collateral is damaged or destroyed.Security Documents); (biii) If (i) any material assets are acquired by any Each Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject agrees to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Collateral Agent thereof and will cause of any change in the location of any office in which it maintains books or records relating to Revolving Loan Priority Collateral owned by it or any office or facility at which Revolving Loan Priority Collateral in excess of $1,000,000 is located (including the establishment of any such assets to be subjected new office or facility), other than changes in location to a Lien securing the Secured Obligations and will take such actions as shall be necessary Mortgaged Property or reasonably requested by the Administrative Agent a leased property subject to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, a Landlord Access Agreement; provided that the Loan Parties shall not be required to notify the Collateral Agent under this clause (iii) with respect to (A) grant leasehold mortgages, mobile goods; (B) obtain landlord lien waivers, estoppels, collateral access agreements Inventory or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement Equipment in transit or related loan documents or being handled by freight forwarders; (C) enter into Control Agreements property at other locations in respect connection with the repair or refurbishment thereof; and (D) collateral in the possession of employees in the ordinary course of business; (iv) Holdings also agrees promptly after it becomes aware to notify the Collateral Agent (A) if any material portion of the Revolving Loan Priority Collateral is damaged or destroyed or otherwise materially adversely affected; (B) the incurrence of any Excluded Account.material Lien (other than Permitted Collateral Liens) on, or material claim asserted against any of the Collateral; (C) the occurrence of a Casualty Event; or (D) the occurrence of any other event which could materially affect the value of the Collateral;

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly prompt written notice (and in any event within 60 days thereof) written notice of any change in (i) the its legal name of any Loan Partyname, as set forth in its organizational documents, (ii) the its jurisdiction of organization or the form of its organization of any Loan Party (including as a result of any merger merger, amalgamation or consolidation), (iii) the location of the its chief executive officer of any Loan Party or office, (iv) the jurisdiction in which it maintains any Collateral, or (v) its organizational identification number, if any, any and the Federal Taxpayer Identification Number of such Loan Party, in each casecase of this subclause (v), only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such . Each Loan Party. Parent Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings or registrations have been made under the UCC or the PPSA, as applicable or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest Lien in all the Collateral affected thereby. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien in favor of the Administrative Agent set forth in the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date), Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy grant and perfect (subject to the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect Requirements) such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral DocumentsLoan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, Parent and, to the extent required by the Collateral Documents, any other Loan Parties Party, shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements Collateral Access Agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents locations or (C) enter into Deposit Account Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent will Each of Holdco and Borrower shall, and shall cause each of the other Loan Parties to, furnish to the Administrative Agent promptly (and in any event within 60 days thereof) the Collateral Agent prompt written notice of any change in (i) in such Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, ’s chief executive office or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party or Party’s corporate structure, (iv) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or organizational identification number or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any other entity, dissolving. liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower shall not, and shall not permit any other Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementto, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent prior written notice of any such change and (ii) prior to or concurrently with such change, all filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected Second Priority security interest interests in all the Collateral affected therebyCollateral. Parent also agrees Each of Holdco and Borrower shall, and shall cause each other Loan Party to, promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) If At the time of each delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.01(b), Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of Borrower (i) updating, to the extent necessary, to reflect (A) the list of owned and leased Real Property, (B) any material assets are acquired by changes to the names or locations of any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (iiC) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or other information reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents Collateral or (Cii) enter into Control Agreements confirming that there has been no change in respect of any Excluded Accountsuch information since the last such certificate (or, if no such certificate has previously been delivered, since the Closing Date).

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent The Company agrees promptly (and in any event within 60 no later than the earlier of (x) 30 days thereofafter such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i)(i) furnish to the Collateral Agent written notice of any change (A)(A) in (i) the legal name of any Loan Party, as set forth in its organizational documentsParty’sParty’s corporate name, (iiB)(B) the in any Loan Party’sParty’s identity or corporate structure, (C)or (C) in any Loan Party’sParty’s jurisdiction of organization or the form of organization of (D) in any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Party’s Federal Taxpayer Identification Number of such Loan Party, in each case, only or state organizational identification number and (ii)and (ii) with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such U.S. Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless , make all filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all material respects in all the Collateral affected therebyas contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(ji )(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(ji ) for 90 days in regards to each step of the Reorganization; if an additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90-day period, the Company and its Subsidiaries will have an additional 90-day period to comply with Section 6.01(ji) in regards to the new change (and shall not be required comply with Section 6.01(ji ) in regards to the initial change assuming that such change was changed by the subsequent change rendering compliance with Section 6.01(ji) unnecessary). Parent The Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (ai) Parent The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 thirty (30) days thereof) written notice of any change in (iA) the legal name of any Loan Party, as set forth in its organizational documents, (iiB) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iiiC) the location of the chief executive officer office of any Loan Party or (ivD) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bii) If (iA) any material assets are acquired by any Loan Party after the Effective Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (iiB) any Mortgaged Property is acquired by any Loan Party after the Effective Closing Date, Parent the Borrower will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent the Borrower and, in the case of clause (iA), all to the extent required by the Collateral Documents. It , and, in the case of clause (B), to deliver the items required by subsection (v) of the definition of Collateral and Guarantee Requirement relating thereto within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is understood and agreed that, notwithstanding anything acquired (subject to the contrary set forth in this Agreement or in any last paragraph of the Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountand Guarantee Requirement definition).

Information Regarding Collateral. (a) Parent will furnish Furnish to the Administrative Agent promptly at least fifteen (and in any event within 60 15) days thereof(or such shorter period as Agent may agree) prior written notice of any change in in: (i) the any Obligor’s legal name of any Loan Party, as set forth in its organizational documents, name; (ii) the jurisdiction of organization or the form of organization location of any Loan Party Obligor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including as a result the establishment of any merger such new office or consolidationfacility, but excluding in-transit Collateral, Collateral out for repair, and Collateral temporarily stored at a customer’s location in connection with the providing of services to such customer), ; (iii) the location any Obligor’s organizational structure or jurisdiction of the chief executive officer of any Loan Party incorporation or formation; or (iv) the organizational identification number, if any, and the any Obligor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Partyorganization. Parent agrees The Obligors shall not to effect or permit any change referred to in the preceding sentence unless the Obligors have undertaken all filings have been made such action, if any, reasonably requested by Agent under the UCC or otherwise that are is required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral affected thereby. Parent also agrees promptly (subject to notify Permitted Liens) for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Secured Parties. Notwithstanding the foregoing, the requirements of this Section 10.1.13 shall not be required in connection with the change in the form of organization of ▇▇▇▇▇▇▇▇ ▇▇ from a Delaware limited partnership to a Delaware limited liability company so long as such change takes place within five (5) Business Days after the Closing Date. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject From time to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to time as may be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by Agent, the Administrative Borrower Agent shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to satisfy any matter arising after the Collateral and Guarantee Requirement, including, without limitation, Closing Date that is required to grant and perfect be set forth or described in such Lien, all at the expense of Parent Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of clause (iany supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, all no supplement or revision to any Schedule or representation shall be deemed the Secured Parties’ consent to the extent matters reflected in such updated Schedules or revised representations nor permit the Obligors to undertake any actions otherwise prohibited hereunder or fail to undertake any action required by hereunder from the Collateral Documents. It is understood restrictions and agreed that, notwithstanding anything requirements in existence prior to the contrary set forth in this Agreement delivery of such updated Schedules or in such revision of a representation; nor shall any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements such supplement or bailee agreements with respect revision to any of their retail operating store locations, unless required pursuant to Schedule or representation be deemed the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect Secured Parties’ waiver of any Excluded AccountDefault resulting from the matters disclosed therein.

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly prompt written notice (and in any event within 60 days thereof) written notice of any change in (i) the its legal name of any Loan Partyname, as set forth in its organizational documents, (ii) the its jurisdiction of organization or the form of its organization of any Loan Party (including as a result of any merger merger, amalgamation or consolidation), (iii) the location of the its chief executive officer of any Loan Party or office, (iv) the jurisdiction in which it maintains any Collateral, or (v) its organizational identification number, if any, any and the Federal Taxpayer Identification Number of such Loan Party, in each casecase of this subclause (v), only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such . Each Loan Party. Parent Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings or registrations have been made under the UCC or the PPSA, as applicable or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date), Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral DocumentsLoan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, Parent and, to the extent required by the Collateral Documents, any other Loan Parties Party, shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements Collateral Access Agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents locations or (C) enter into Deposit Account Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent and the Administrative Agent not less than 20 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to any by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party organized under does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the laws changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent sentence. Each Loan Party also agrees to continue at all times following such change to have a valid, legal and perfected security interest in all promptly notify the Collateral affected thereby. Parent also agrees promptly Agent of any change in the location of any office in which it maintains books or records relating to notify the Administrative Agent if Collateral owned by it or any material portion of the office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject delivery of financial statements pursuant to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective DateSection 5.01(a), Parent will promptly notify deliver to the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountAgent a Perfection Certificate Supplement.

Information Regarding Collateral. (a) Each of the Parent Guarantor and the Borrower will, and will cause each of the other Loan Parties to, furnish to the Administrative Agent promptly (and in any event within 60 days thereof) the Collateral Agent prompt written notice of any change in (i) in such Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, ’s chief executive office or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party or Party’s corporate structure, (iv) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or organizational identification number or (v) in any Loan Party’s jurisdiction of organization. Each of the Parent Guarantor and the Borrower will not, in each case, only with respect to and will not permit any other Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementto, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent written notice not later than 10 days after any such change and (ii) all filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest interests in all the Collateral affected therebyCollateral. Each of the Parent also agrees Guarantor and the Borrower will, and will cause each other Loan Party to, promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower (A) updating, to the extent necessary, to reflect (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien list of the Collateral Documents upon the acquisition thereof) or owned and leased Real Property, (ii) any Mortgaged Property is acquired by changes to the names or locations of any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or (iii) any other information reasonably requested by the Administrative Agent with respect to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements confirming that there has been no change in such information since the date of the Perfection Certificate or bailee agreements with respect to any of their retail operating store locations, unless required pursuant the latest supplement to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountPerfection Certificate.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction ’s chief executive office or principal place of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)business, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementother entity, of such Loan Party. Parent agrees not to effect reorganizing, dissolving, liquidating, reorganizing or permit organizing in any change referred to in the preceding sentence other jurisdiction), unless all filings filings, publications and registrations have been made under the UCC Uniform Commercial CodeUCC or otherwise other Applicable Law that are required in order for the Administrative AdministrativeCollateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest or secondwith the priority security interest, as applicablerequired by the Intercreditor Agreements (subject only to Permitted Liens having priority by operationg of Applicable Law) in all the Collateral affected therebyfor its own benefit and the benefit of the Secured Parties. Parent Each Loan Party agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly to notify the Administrative Collateral Agent if of any material portion change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral in excess of $100,000 in value is located (including the establishment of any such new office or facility). The Prior to the Discharge of ABL Obligations and solely in the case of any Collateral is damaged or destroyedconstituting ABL Priority Collateral, the Borrower shall, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.12 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the ▇▇▇▇▇▇▇▇ Collateral and the Specified Real Property after the Springing Covenant Trigger Date. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject Deliver to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause the Collateral Agent, upon reasonable request, such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or information reasonably requested deemed by the Administrative Agent to satisfy or the Collateral and Guarantee Requirement, including, without limitation, Agent necessary to grant and perfect such Lien, all at obtain or maintain (to the expense of Parent and, extent provided in the case of clause (i)applicable Security Document) a valid, perfected Lien on all ABL Priority Collateral or all ▇▇▇▇▇▇▇▇ Collateral acquired after the Closing Date to the extent required by under the Collateral Security Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) the Collateral Trustee prompt written notice of any change in (i) the legal in corporate name of the Parent, the Borrower or any Loan Party, as set forth Subsidiary or in any trade name used to identify any such Person in the conduct of its organizational documentsbusiness or in the ownership of its properties, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) in the location of the chief executive officer office of the Parent, the Borrower or any Subsidiary, its principal place of business or any asset constituting Collateral (other than the installation of any Loan Party asset constituting Collateral in a jurisdiction in which all Uniform Commercial Code financing statements (including fixture filings, if applicable) and other appropriate filings, recordings or registrations (other than mortgages or similar instruments in respect of real property) containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in such jurisdiction to the extent necessary to perfect the security interests under the Security Documents), (iii) in the identity, jurisdiction of organization or corporate structure of the Parent, the Borrower or any Subsidiary, (iv) the organizational identification number, if any, and in the Federal Taxpayer Identification Number of such the Parent, the Borrower or any Subsidiary, (v) in the name and location of any Person other than a Loan Party that has acquired possession of any material portion of the Collateral; (vi) in the bank accounts, securities accounts, or similar accounts maintained by a Loan Party, in each case, only with respect to ; or (vii) resulting from the creation or acquisition of any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Subsidiary by any Loan Party. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby(except for items of Collateral released from Liens in favor of the Collateral Trustee as permitted by Section 6.02(iv)(E)). Parent also agrees promptly to notify The Administrative Agent may, and at the request of any Lender the Administrative Agent if shall, periodically request that the Borrower update the information provided above and the Borrower agrees to provide such update promptly after any material portion of the Collateral is damaged or destroyedsuch request. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent The Company will furnish to the Administrative Agent promptly prompt written notice (and which shall in any event within 60 be provided by the earlier of (x) 30 days thereofafter such change and (y) written notice 10 days prior to the date on which the perfection of the Liens under the Collateral Agreements would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Loan Party’s legal name, as set forth in such Loan Party’s Organizational Documents, (iii) any change in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) any change in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or and (iv) the any change in any Loan Party’s organizational identification number, if any, and the number or Federal Taxpayer Identification Number of Number, if such Loan Party, in each case, only with respect to any Loan Party is organized under the laws of a jurisdiction that requires such information a Loan Party’s organizational identification number or Federal Taxpayer Identification Number to be set forth on the face of a UCC Uniform Commercial Code financing statement. Upon request, of such Loan Party. Parent the Company agrees not to effect deliver all executed or permit any change referred to in the preceding sentence unless all authenticated financing statements and other filings have been made under the UCC Uniform Commercial Code (or analogous law in a non-U.S. jurisdiction) or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if following any material portion of the Collateral is damaged or destroyedsuch change. (b) If At the time of delivery of financial statements pursuant to Section 5.01(a), the Company shall deliver to the Administrative Agent a completed Supplemental Perfection Certificate, signed by a Financial Officer of the Company, (i) any material assets are acquired by any Loan Party after setting forth the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject information required pursuant to the Lien Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Collateral Documents upon Perfection Certificate delivered on the acquisition thereofClosing Date) or (ii) any Mortgaged Property is acquired by any Loan Party after certifying that there has been no change in such information from the Effective Datemost recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all prior to the extent required by first delivery of a Supplemental Perfection Certificate, from the Collateral Documents. It is understood and agreed that, notwithstanding anything to Perfection Certificate delivered on the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountClosing Date).

Information Regarding Collateral. Except upon thirty (a30) Parent will furnish days prior written notice to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect delivery to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at of all times following such change to have a validdocuments, legal certificates and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or information reasonably requested by the Administrative Agent to satisfy maintain the Collateral validity, perfection and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at priority of the expense security interests of Parent and, the Administrative Agent in the case of clause Collateral, the Borrowers will not, and will not permit any Loan Party or New UK Holdco to, (i) change any Loan Party’s or New UK Holdco’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) change the location of any Loan Party’s or New UK Holdco’s chief executive office (except for the change in ▇▇▇▇▇▇▇▇’▇ chief executive office as specified on Schedule 7.13), its principal place of business, any office in which it maintains books or records relating to the Collateral, which locations shall be listed on Schedule 7.13, (iii) locate any Loan Party’s or New UK Holdco’s equipment (other than such equipment which, together with all such other inventory or equipment, does not have a fair market value in excess of $500,000) at any location which is not listed on Schedule 7.13 (except to the extent required such equipment is in transit from a location listed on Schedule 7.13 to another location listed on such Schedule), (iv) make any changes in any Loan Party’s or in New UK Holdco’s identity or organizational structure if any such changes could adversely affect the Administrative Agent’s Liens in the Collateral or the priority or perfection of such Liens in the Collateral, (v) make any changes in any Loan Party’s organizational number issued by the Collateral Documents. It Secretary of State of the State of such Loan Party’s organization or (vi) make any changes in the jurisdiction of organization of any Loan Party or New UK Holdco.” (s) Section 7.14 of the Credit Agreement is understood amended by adding the following sentence at the end of such Section: “The Borrowers will not, and agreed thatwill not permit any Subsidiary to, notwithstanding anything amend or otherwise modify the terms or provisions of the New UK Holdco Note in any manner or respect that is adverse to the contrary set forth in this Agreement Lenders; provided, that (x) the parties may forgive the Indebtedness evidenced by the New UK Holdco Note or in any Collateral Document, convert or swap the Loan Parties shall not be required New UK Holdco Note for Equity Interests of New UK Holdco and (y) the parties may change the interest rate or the principal amount from time to time under the New UK Holdco Note.” (At) grant leasehold mortgages, (BSection 8.1(i) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement is amended by deleting such Section in its entirety and substituting in lieu thereof of the following: (i) either Borrower, any Subsidiary Loan Party or related loan documents any Foreign Loan Party shall become unable to pay, shall admit in writing its inability to pay, or shall fail generally to pay, its debts as they become due;” (Cu) enter into Control Agreements Section 8.1(q) of the Credit Agreement is amended by deleting such Section in respect of any Excluded Account.its entirety and substituting in lieu thereof the following:

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly prompt (and in any event within 60 30 days thereofthereof (or such longer period as the Administrative Agent may agree)) written notice of any change in (i) the its legal name of any Loan Partyname, as set forth in its organizational documents, (ii) the its jurisdiction of organization or the form of its organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the its chief executive officer of any Loan Party office or (iv) the its organizational identification number, if any, and the its Federal Taxpayer Identification Number of such Loan PartyNumber, in each casecase under this clause (iv), only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, statement of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any Mortgaged Property is acquired by any Loan Party after the Fourth Restatement Effective Date or (ii) any material assets are acquired by any Loan Party after the Fourth Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any ), the Loan Party after the Effective Date, Parent Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent the Loan Parties and, in the case of clause (iii), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppelsestoppels or Collateral Access Agreements, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Deposit Account Control Agreements in respect of any Excluded Deposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any Collateral Documents governed by the laws of a jurisdiction other than the United States. (c) If, despite the restrictions set forth in Section 6.02, the Company or any Subsidiary shall ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the Term Credit Agreement or any Refinancing Indebtedness in respect thereof and the Secured Obligations are not secured by a Lien on such assets, the Company will (i) promptly notify the Administrative Agent and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, or cause such Subsidiary to take, as the case may be, such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the Term Credit Agreement or such Refinancing Indebtedness in respect thereof and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the expense of the Loan Parties.

Information Regarding Collateral. (a) Parent Issuer will furnish to the Administrative Collateral Agent promptly (and in any event within 60 days thereof) prior written notice of any change in (i) the legal name of in any Loan Note Party, as set forth in its organizational documents’s corporate name, (ii) the jurisdiction of organization in any Note Party’s identity or the form of organization of any Loan Party (including as a result of any merger corporate structure, or consolidation), (iii) the location of the chief executive officer of in any Loan Party or (iv) the organizational Note Party’s federal taxpayer identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan . Each Note Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC UCC, intellectual property filings (including Intellectual Property Security Agreements to be filed with the U.S. Copyright Office, the U.S. Patent and Trademark Office and any other equivalent and relevant foreign office of competent jurisdiction), or otherwise that are required (subject to Legal Reservations and Perfection Requirements) in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyand for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Collateral Documents. Parent Concurrently with the delivery of the financial statements referred to in Section 5.1(b), Issuer shall attach to the Compliance Certificate required to be then delivered by Section 5.1(d) a report supplementing the Schedules to the Security Agreement. Each Note Party (a) also agrees promptly to notify the Administrative Collateral Agent if any portion or value of the Collateral (including any Intellectual Property) is at risk, canceled, terminated, rejected, expired, lapsed, damaged or destroyed or the commencement of any action or proceeding relating to any Collateral including for the taking of any material portion of the Collateral is damaged or destroyed. interest therein under power of eminent domain or by condemnation or similar proceeding and (b) If will ensure that the Net Insurance/Condemnation Proceeds of any such event (iwhether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Note Documents. In or the event that any material assets are acquired by any Loan Party after the Effective Date Person owns more than five percent (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien 5%) of the Collateral Documents upon the acquisition thereof) Equity Interests of any Note Party or (ii) any Mortgaged Property is acquired by any Loan of its Subsidiaries, such Note Party after the Effective Date, Parent will shall promptly notify provide the Administrative Agent with notice thereof and will cause promptly provide the Agents and the Purchasers with all documentation and other information, including a duly executed W-9 tax form (or such assets to be subjected to a Lien securing the Secured Obligations and will take other applicable IRS tax form) of such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee RequirementPersons, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by such institution or its bank regulatory authorities under applicable economic sanctions laws, “know your customer” and other terrorism, counter-terrorism and anti-money laundering rules and regulations, including the Collateral DocumentsPATRIOT Act and the United States Executive Order No. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.13224 on Terrorist Financing;

Information Regarding Collateral. (a) Parent The Company will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) to Cravath, Swaine & Moore LLP, Attn: James Cooper or such other Person as the Adminis▇▇▇▇▇ve Agent sh▇▇▇ ▇▇▇▇▇▇▇, prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth in its organizational documents, (ii) the principal place of business or jurisdiction of organization or the form of organization of any Loan Party (including as a result of any such change resulting from any merger or consolidationconsolidation involving such Loan Party), (iii) the location of the chief executive officer of in any Loan Party Party's identity or corporate structure, (iv) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number or organizational identification number and (v) in the ownership of such Loan Party, in each case, only with respect to any Loan Party organized Equity Interests pledged under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan PartyGuarantee and Collateral Agreement. Parent The Company agrees not to effect or permit any change referred to in the preceding sentence unless until the Company has notified the Collateral Agent in writing of such change, and that prior to or promptly after any such change the Company will take all filings have been made under the UCC or otherwise that are such actions as may be required in order for that the Administrative Collateral Agent to shall continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyCollateral. Parent The Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) If Each year (commencing with the fiscal year ending June 30, 2003), at the time of delivery of annual financial statements pursuant to clause (a) of Section 5.01, the Company shall deliver to the Administrative Agent, for distribution to the Lenders, and to Cravath, Swaine & Moore LLP, Attn: James Cooper or such other Person as the Admi▇▇▇▇▇ative Agent ▇▇▇▇▇ ▇▇▇▇ify, a certificate of a Financial Officer and the chief legal officer of the Company dated as of a recent date and (i) any material assets are acquired by any Loan Party after setting forth information of the type set forth in the Perfection Certificate but as of the date of such certificate (or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section), (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party extent necessary to protect and perfect the security interests under the Guarantee and Collateral Agreement for a period of not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets certificate (except as noted therein with respect to any continuation statements to be subjected to a Lien securing the Secured Obligations filed within such period) and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy (iii) certifying that the Collateral and Guarantee Requirement, including, without limitation, Requirement continues to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountsatisfied.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent The Company agrees promptly (and in any event within 60 no later than the earlier of (x) 30 days thereofafter such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i) (i) furnish to the Collateral Agent written notice of any change (A)(A) in (i) the legal name of any Loan Party, as set forth in its organizational documentsParty’sParty’s corporate name, (iiB)(B) the in any Loan Party’sParty’s identity or corporate structure, (C)or (C) in any Loan Party’sParty’s jurisdiction of organization or the form of organization of (D) in any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Party’s Federal Taxpayer Identification Number of such Loan Party, in each case, only or state organizational identification number and (ii)and (ii) with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such U.S. Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless , make all filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all material respects in all the Collateral affected therebyas contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(ji)(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(ji) for 90 days in regards to each step of the Reorganization; if an additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90-day period, the Company and its Subsidiaries will have an additional 90-day period to comply with Section 6.01(ji) in regards to the new change (and shall not be required comply with Section 6.01(ji) in regards to the initial change assuming that such change was changed by the subsequent change rendering compliance with Section 6.01(ji) unnecessary). Parent The Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. . 187 (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (ik), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly prompt written notice (and in any event within 60 days thereof) written notice of any change in (i) the its legal name of any Loan Partyname, as set forth in its organizational documents, (ii) the its jurisdiction of organization or the form of its organization of any Loan Party (including as a result of any merger merger, amalgamation or consolidation), (iii) the location of the its chief executive officer of any Loan Party or office, (iv) the jurisdiction in which it maintains any Collateral, or (v) its organizational identification number, if any, any and the Federal Taxpayer Identification Number of such Loan Party, in each casecase of this subclause (v), only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such . Each Loan Party. Parent Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings or registrations have been made under the UCC or the PPSA, as applicable or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in Lien on all the Collateral affected thereby. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien in favor of the Administrative Agent set forth in the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date), Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral DocumentsLoan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, Parent and, to the extent required by the Collateral Documents, any other Loan Parties Party, shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements Collateral Access Agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents locations or (C) enter into Deposit Account Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction ’s chief executive office or principal place of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)business, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementother entity, of such Loan Party. Parent agrees not to effect reorganizing, dissolving, liquidating, reorganizing or permit organizing in any change referred to in the preceding sentence other jurisdiction), unless all filings filings, publications and registrations have been made under the UCC Uniform Commercial Code or otherwise other Applicable Law that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest or second priority security interest, as applicable (subject only to Permitted Liens having priority by operating of Applicable Law) in all the Collateral affected therebyfor its own benefit and the benefit of the Secured Parties. Parent Each Loan Party agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly to notify the Administrative Collateral Agent if of any material portion change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral in excess of $100,000 in value is located (including the Collateral is damaged establishment of any such new office or destroyedfacility). The Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 6.12 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject Deliver to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause the Collateral Agent, upon reasonable request, such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or information reasonably requested deemed by the Administrative Agent to satisfy or the Collateral and Guarantee Requirement, including, without limitation, Agent necessary to grant and perfect such Lien, all at obtain or maintain (to the expense of Parent and, extent provided in the case of clause (i)applicable Security Document) a valid, perfected Lien on all ABL Priority Collateral or all ▇▇▇▇▇▇▇▇ Collateral acquired after the Closing Date to the extent required by under the Collateral Security Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Collateral Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in such Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party’s identity or corporate structure, (iv) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or its organizational identification number or (v) in any Loan Party, in each case, only with respect to any ’s jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Collateral Agent) and (ii) all filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyCollateral. Parent Each Loan Party also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, the Borrowers shall deliver to the Collateral Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of each of the Borrowers (i) any material assets are acquired by any Loan Party after setting forth the information required pursuant to Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all UCC financing statements (including fixture filings, as applicable) or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereof) have been filed of record in each governmental, municipal or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets other appropriate office in each jurisdiction identified pursuant to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all ) above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything to security interests under the contrary set forth in this Agreement or in any Collateral Document, Security Documents for a period of not less than 18 months after the Loan Parties shall not be required to date of such certificate (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements except as noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent Furnish, and will furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent promptly (and in any event within 60 days thereof) the Collateral Trustee prompt written notice of any change in (i) the legal name of any change (A) in any Loan Party, ’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) except during any Collateral Release Period, any office or facility (other than any location within the jurisdiction control of organization the Administrative Agent, the Collateral Agent or the form Collateral Trustee) at which material portions of organization Collateral owned by it are located (including the establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the location of the chief executive officer Closing Date of any Loan Party Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to Closing Date or at any Loan Party organized under the laws of a jurisdiction that requires such information time thereafter ceasing to be set forth on an Excluded Subsidiary. Except during a Collateral Release Period, the face of a UCC financing statement, of such Loan Party. Parent Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral affected thereby(other than any Excluded Perfection Assets). Parent The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (, other than assets constituting during a Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountRelease Period.

Information Regarding Collateral. (a) Parent will furnish With respect to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents’s chief executive office, (ii) the jurisdiction of organization or the form of organization of in any Loan Party (including as a result of any merger Party’s identity or consolidation)organizational structure, (iii) the location of the chief executive officer of in any Loan Party Party’s Federal Taxpayer Identification Number or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such any or (iv) in any Loan Party, ’s jurisdiction of organization (in each case, only including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), such Loan Party shall not effect such change until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) with respect to any such change, such Loan Party organized under shall have taken all action reasonably satisfactory to the laws Collateral Agent to maintain the perfection and priority of a jurisdiction that requires such information the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to be set forth on promptly provide the face Collateral Agent with certified Organizational Documents reflecting any of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to the changes described in the preceding sentence unless all filings have been made under sentence. Upon the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all request of the Collateral affected therebyAgent, but, unless a Default has occurred and is continuing, not more often than once every three months, such Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. Parent Borrower also agrees promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedsubject to a Casualty Event. (b) If (i) any material assets are acquired by any Loan Party after Each year, at the Effective Date (other than assets constituting Collateral under time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Documents Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that become subject to the Lien all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party for a period of not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in such Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party’s identity or corporate structure, (iv) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or its organizational identification number or (v) in any Loan Party, in each case, only with respect to any ’s jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Administrative Agent) and (ii) all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyCollateral. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of the Borrower (i) any material assets are acquired by any Loan Party after setting forth the Effective Date (other than assets constituting Collateral under information required pursuant to the Schedules to the Collateral Documents Agreement or confirming that become subject there has been no change in such information since the Restatement Date or the date of the most recent Schedule updates delivered pursuant to the Lien this Section and (ii) certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereof) have been filed of record in each governmental, municipal or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets other appropriate office in each jurisdiction identified pursuant to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all ) above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything to security interests under the contrary set forth in this Agreement or in any Collateral Document, Security Documents for a period of not less than 18 months after the Loan Parties shall not be required to date of such certificate (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements except as noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (ai) Parent will furnish Furnish to the Administrative Collateral Agent promptly (and in any event within 60 days thereoffifteen (15) Business Days thereof (or such greater time as the Collateral Agent may agree)) written notice of any change in (iA) the legal name of the Company or any Loan PartyGuarantor, as set forth in its organizational documentsOrganizational Documents, (iiB) the jurisdiction of organization or the form of organization of the Company or any Loan Party Guarantor (including as a result of any merger or consolidation), (iiiC) the location of the chief executive officer office of the Company or any Loan Party Guarantor or (ivD) the organizational identification number, if any, and the Federal Taxpayer Identification Number of the Company or such Loan PartyGuarantor, in each case, only with respect to any Loan Party Guarantor organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan PartyGuarantor. Parent The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bii) If (iA) any material assets are acquired by the Company or any Loan Party Guarantor after the Effective Closing Date (other than (x) assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereofthereof or (y) Excluded Assets), (B) any Guarantor has executed a Guarantor Joinder Agreement as required by Section 5.01(g) or (iiC) any Mortgaged Property is acquired by the Company or any Loan Party Guarantor after the Effective Closing Date, Parent the Company will promptly notify the Administrative Collateral Agent thereof and will cause such assets (including the assets of such new Guarantor) to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative any Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent the Company and, in the case of clause clauses (iA) and (B), all to the extent required by the Collateral Documents. It is understood . (iii) Following the first date after a Lien Release Event on which a Ratings Trigger Event has occurred, the Company will promptly, and agreed thatin any event within 30 days (or, notwithstanding anything in the case of any Mortgaged Property, 90 days) or such longer period as the Agents may reasonably agree, (i) execute and deliver, and cause each Guarantor to execute and deliver, to the contrary set forth Agents security documents, in this Agreement or form and substance substantially similar to the Collateral Documents in any Collateral Documenteffect immediately prior to the most recent Lien Release Event, to the Loan Parties shall not be required to (A) grant leasehold mortgagesextent applicable, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to which the ABL Credit Agreement Company and each Guarantor shall grant to the Collateral Agent, for the benefit of the holders of the Secured Obligations, a security interest in all property (and types of property) of such Person that constituted Collateral under the Collateral Documents as in effect immediately prior to such Lien Release Event and (ii) take, and cause the relevant Restricted Subsidiaries to take, such actions shall be necessary or related loan documents reasonably requested by any Agent to grant and perfect such Liens, including actions taken in connection with the Liens granted on the Closing Date or (Cactions of the type described in Sections 5.01(g), 5.01(i) enter into Control Agreements in respect and 5.01(h), all at the expense of any Excluded Accountthe Company.

Information Regarding Collateral. (a) Parent will furnish Furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in the Borrower’s or any Restricted Subsidiary’s legal name of any Loan Party, as set forth in its organizational documentsname, (ii) in the jurisdiction of organization or formation of the form of organization of Borrower or any Loan Party (including as a result of any merger or consolidation)Restricted Subsidiary, (iii) in the location of the chief executive officer of Borrower’s or any Loan Party Restricted Subsidiary’s identity or corporate structure or (iv) in the organizational identification number, if any, and the Borrower’s or any Restricted Subsidiary’s Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan PartyNumber. Parent The Borrower agrees not to effect or permit, or to cause or permit any Restricted Subsidiary to effect or permit, any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyto the same extent as before such change. Parent The Borrower and its Restricted Subsidiaries also agrees agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after In the Effective Date (other than assets constituting Collateral under case of the Collateral Documents that become subject Borrower, each year, at the time of delivery of the annual financial statements with respect to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Datepreceding fiscal year pursuant to Section 5.04(a), Parent will promptly notify deliver to the Administrative Agent thereof and will cause a certificate of a Responsible Officer setting forth the information required pursuant to Section [__] of the Perfection Certificate or confirming that there has been no change in such assets information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to be subjected this Section 5.06. (c) Promptly deliver to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy (a) in the Collateral and Guarantee Requirementevent that the Administrative becomes aware of any material adverse change in the value of any Mortgaged Property, including, without limitation, to grant and perfect such Lien, all at the expense request of Parent andthe Administrative Agent, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements an Appraisal Report with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents such Mortgaged Property or (Cb) enter into Control Agreements at any time at the discretion of the Borrower, an Appraisal Report with respect to some or all of the Real Property of the Borrower and its Subsidiaries; provided that, in respect each case, each such Appraisal Report shall have been completed within 30 days of any Excluded Accountsuch delivery.

Information Regarding Collateral. (a) Parent will furnish Not make or suffer to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of exist any change in (i) in the Borrower’s legal name of any Loan Party, as set forth in its organizational documentsname, (ii) in the jurisdiction location of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)Borrower’s chief executive office, (iii) in the location of the chief executive officer of any Loan Party Borrower’s identity or organizational structure, (iv) in the Borrower’s Federal Taxpayer Identification Number or organizational identification number, if any, and or (v) in the Federal Taxpayer Identification Number Borrower’s jurisdiction of such Loan Party, organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Agent not less than 10 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to any Loan Party organized under by the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementAgent, of its intention so to do, clearly describing such Loan Partychange and providing such other information in connection therewith as the Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Agent to maintain the perfection and priority of the security interest of the Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Parent agrees not The Borrower agrees, as soon as practicable, to effect or permit provide the Agent with certified Organizational Documents reflecting any change referred to of the changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebysentence. Parent The Borrower also agrees to promptly to notify the Administrative Agent if of any material portion change in the location of the any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property, in each case if different than the location relating to such Collateral set forth in the schedules to the Security Agreement or the most recent supplement thereto. (b) If (iConcurrently with the delivery of financial statements pursuant to Section 5.01(b) any material assets are acquired by any Loan Party after for the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject last month of each fiscal quarter, deliver to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all supplement to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything schedules to the contrary Security Agreement or confirmation that there have been no changes to the information set forth in this such schedules since the date of the Security Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required last supplement thereto provided pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountthis Section 5.13(b).

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly prompt (and in any event within 60 30 days thereofthereof (or such longer period as the Administrative Agent may agree)) written notice of any change in (i) the its legal name of any Loan Partyname, as set forth in its organizational documents, (ii) the its jurisdiction of organization or the form of its organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the its chief executive officer of any Loan Party office or (iv) the its organizational identification number, if any, and the its Federal Taxpayer Identification Number of such Loan PartyNumber, in each casecase under this clause (iv), only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, statement of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any Mortgaged Property is acquired by any Loan Party after the Fifth Restatement Effective Date or (ii) any material assets are acquired by any Loan Party after the Fifth Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any ), the Loan Party after the Effective Date, Parent Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, including to grant and perfect such Lien, all at the expense of Parent the Loan Parties and, in the case of clause (iii), all to the extent required by this Agreement or the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppelsestoppels or Collateral Access Agreements, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Deposit Account Control Agreements in respect of any Excluded Deposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any Collateral Documents governed by the laws of a jurisdiction other than the United States. (c) If, despite the restrictions set forth in Section 6.02, the Company or any Subsidiary shall ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the Term Credit Agreement or any Refinancing Indebtedness in respect thereof and the Secured Obligations are not secured by a Lien on such assets, the Company will (i) promptly notify the Administrative Agent and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, or cause such Subsidiary to take, as the case may be, such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the Term Credit Agreement or such Refinancing Indebtedness in respect thereof and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the expense of the Loan Parties.

Information Regarding Collateral. Not effect any change (ai) Parent will furnish in any Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of any change in (i) the legal name of any Loan PartyCollateral Agent, as set forth in its organizational documents, to which the steps required by clause (iiB) the jurisdiction of organization below have been completed or the form of organization of any Loan Party (including as to a result of any merger Mortgaged Property or consolidation)a leased property subject to a Landlord Access Agreement, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to continue at all times following do so, or such change lesser notice period agreed to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy and the Collateral Agent, clearly describing such change and Guarantee Requirement, including, without limitation, providing such other information in connection therewith as the Collateral Agent or the 1060441.101066947.03-CHISR01A - MSW Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to grant the Administrative Agent and perfect such Lien, all at the expense Collateral Agent to maintain the perfection and priority of Parent and, the security interest of the Collateral Agent for the benefit of the Secured Parties in the case Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agent, upon request therefor, with certified Organizational Documents reflecting any of clause the changes described in the preceding sentence. For the purposes of the Regulation, (i)) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, all (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any jurisdiction other than Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and (viii) other than as provided in paragraph (ii) above, no Guarantor (to the extent required by the Collateral Documents. It such Guarantor is understood and agreed that, notwithstanding anything subject to the contrary set forth Regulation) shall have a centre of main interest other than as situated in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any its jurisdiction of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountincorporation.

Information Regarding Collateral. (a) Parent The Borrower and Holdings will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change (a) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ib) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documentswhich it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (c) in any Loan Party's identity or corporate structure, (d) resulting in any tangible Collateral being located in or moved to, after the Effective Date, (i) any jurisdiction in which a financing statement must be, but has not been, filed in order to perfect the Administrative Agent's liens or (ii) any Real Property for which the jurisdiction Administrative Agent has not received a landlord waiver in form and substance satisfactory to the Administrative Agent (where the aggregate fair market value of organization or such Collateral being moved, together with the form of organization of any Loan Party (including as a result of any merger or consolidationCollateral already located at such property, exceeds $250,000), (iiie) the location of the chief executive officer in respect of any patents, trademarks copyrights or applications therefor owned by or licensed to any Loan Party Party, or (ivf) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan PartyNumber. Parent agrees The Borrower and Holdings will not to effect or permit any change referred to in the preceding sentence unless unless, as applicable, a satisfactory landlord waiver has been delivered to the Administrative Agent and all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees and will promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent The Borrowers will furnish to the Administrative each Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in any Borrower's, any Affiliated Equipment User's or any Foreign Subsidiary Equipment Owner's corporate name or in any trade name used to identify it in the legal name conduct of any Loan Party, as set forth its business or in the ownership of its organizational documentsproperties, (ii) in the jurisdiction of organization or the form of organization location of any Loan Party Borrower's, any Affiliated Equipment User's or any Foreign Subsidiary Equipment Owner's chief executive office, its principal place of business or any material asset constituting Collateral (including as a result other than the installation of any merger asset constituting Collateral in a jurisdiction in the United States of America in which all Uniform Commercial Code financing statements (including, subject to the qualifications described in paragraph (c) below, fixture filings, if applicable) and other appropriate filings, recordings or consolidationregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in such jurisdiction to the extent necessary to perfect the security interests under each U.S. Security Agreement (including, if applicable, each Borrower's ownership interest in any Collateral leased to or otherwise possessed by any Affiliated Equipment User), (iii) the location of the chief executive officer of in any Loan Party Borrower's, any Affiliated Equipment User's or any Foreign Subsidiary Equipment Owner's identity or corporate structure or (iv) the organizational identification number, if any, and the in any Borrower's or any Affiliated Equipment User's Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under Number. The Parent and the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees Borrowers agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedCollateral. (b) If Each year, at the time of delivery of annual financial statements for the Parent with respect to the preceding fiscal year pursuant to Section 5.01, each Borrower shall deliver to each Agent a certificate of a Financial Officer of the Parent or each Borrower (i) any material assets are acquired by any Loan Party after setting forth the Effective Date information required pursuant to Sections 1 and 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the date of the first Borrowing or the date of the most recent certificate delivered pursuant to this Section, (other than assets constituting Collateral under the Collateral Documents ii) certifying that become all Uniform Commercial Code financing statements (including, subject to the Lien qualifications described in paragraph (c) below, fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereof) have been filed of record in each governmental, municipal or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets other appropriate office in each jurisdiction identified pursuant to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all ) above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything to security interests under the contrary set forth in this Agreement or Security Agreements (including each Borrower's ownership interest in any Collateral Document, leased to or otherwise possessed by any Affiliated Equipment User) for a period of not less than 18 months after the Loan Parties shall not be required to date of such certificate (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements except as noted therein with respect to any continuation statements to be filed within such period) and (iii) setting forth, based on advice of their retail operating store locationscounsel in each jurisdiction where any Financed Foreign Subsidiary Assets are located, all filings, recordings and registrations, including refilings, rerecordings and reregistrations, that will be necessary in each such jurisdiction during the period of 18 months after the date of such certificate in order to maintain the effectiveness and perfection of all Liens granted under all Foreign Subsidiary Security Agreements. (c) Notwithstanding the foregoing, no fixture filing shall be required with respect to Collateral constituting fixtures at a single customer location unless required pursuant to all the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements Collateral constituting fixtures at such location has an aggregate Collateral Cost in respect excess of any Excluded Account$100,000.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given Collateral Agent and Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to any by Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to Collateral Agent to maintain the perfection and priority of the security interest of Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under agrees to promptly provide Collateral Agent with certified Organizational Documents reflecting any of the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebysentence. Parent Each Loan Party also agrees to promptly notify Collateral Agent of any change in the location of any office in which it maintains books or records relating to notify the Administrative Agent if Collateral owned by it or any material portion of the office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to Administrative Agent and Collateral Agent, upon request, a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (iincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Effective Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party for a period of not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent The Company will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer office of any Loan Party or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party. Parent The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent The Company also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any Mortgaged Property is acquired by any Loan Party after the Effective Date or (ii) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after ), the Effective Date, Parent Company will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral DocumentsCompany. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, waivers or collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents locations or (C) enter into Control Agreements in respect of any Excluded Deposit Account.

Information Regarding Collateral. Not effect any change (ai) Parent will furnish in any Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on the Perfection Certificates delivered on the Closing Date, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of any change in (i) the legal name of any Loan PartyCollateral Agent, as set forth in its organizational documents, to which the steps required by clause (iiB) the jurisdiction of organization below have been completed or the form of organization of any Loan Party (including as to a result of any merger Mortgaged Property or consolidation)a leased property subject to a Landlord Access Agreement, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Collateral Agent and the Administrative Agent not 1304976.12A-NYCSR02A - MSW less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to continue at all times following do so, or such change lesser notice period agreed to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy and the Collateral Agent, clearly describing such change and Guarantee Requirement, including, without limitation, providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to grant the Administrative Agent and perfect such Lien, all at the expense Collateral Agent to maintain the perfection and priority of Parent and, the security interest of the Collateral Agent for the benefit of the Secured Parties in the case Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agent, upon request therefor, with certified Organizational Documents reflecting any of clause the changes described in the preceding sentence. For the purposes of the Regulation, (i)) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, all (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any jurisdiction other than Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, and (vi) other than as provided in paragraph (ii) above, no Guarantor (to the extent required by the Collateral Documents. It such Guarantor is understood and agreed that, notwithstanding anything subject to the contrary set forth Regulation) shall have a centre of main interest other than as situated in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any its jurisdiction of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountincorporation.

Information Regarding Collateral. (a) Parent will furnish Not effectWithin 45 days of the relevant change (or such later date to which the Administrative Agent promptly (and may agree in any event within 60 days thereof) its reasonable discretion), provide written notice of any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than 10 days’ prior written notice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to any Loan Party organized under by the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementAdministrative Agent, of its intention so to do, clearly describing such Loan Party. Parent agrees not change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal maintain the perfection and perfected priority of the security interest in all the Collateral affected thereby. Parent also agrees promptly to notify of the Administrative Agent if any material portion for the benefit of the Collateral is damaged or destroyedSecured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent, upon request, with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) If Concurrently with the delivery of financial statements pursuant to Section 6.01(a), deliver to the Administrative Agent a Perfection Certificate Supplement and a certificate of a Responsible Officer andof the chief legal officer of Borrower certifying that all UCC financing statements (iincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Effective Date (Collateral have been filed of record in each governmental, municipal or other than assets constituting Collateral appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Collateral Documents that become subject to the Lien for a period of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent The Borrower --------------------------------- will furnish to the Administrative Collateral Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in any Loan Party's corporate name, (ii) in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any office in which any Loan Party (including as a result of any merger maintains books or consolidation)records relating to Collateral owned by it, (iii) the location of the chief executive officer of any Loan Party or (iv) the in any Loan Party's identity or corporate structure or (v) in any Loan Party's taxpayer identification number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral affected therebyCollateral. Parent The Borrower also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Collateral Agent a certificate of a Financial Officer and the chief legal officer of the Borrower (i) any material assets are acquired by any Loan Party after setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other than assets constituting appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Documents that become subject to the Lien Agreement for a period of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) No later than the date on which the Parent Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent promptly (and in any event within 60 days thereof) the Collateral Trustee written notice of any change in (i) the legal name of any change (A) in any Loan Party, ’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) except during any Collateral Release Period, any office or facility (other than any location within the jurisdiction control of organization the Administrative Agent, the Collateral Agent or the form Collateral Trustee) at which material portions of organization Collateral owned by it are located (including the establishment of any Loan Party such new office or facility) (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, it being understood and the Federal Taxpayer Identification Number of such Loan Party, in each case, only agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of (X) prior to the Hurricane Acquisition Closing Date, the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, and (B) on and after the Hurricane Acquisition Closing Date, the greatest of (x) $500,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Parent Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Loan Party organized under Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the laws Closing Date of a jurisdiction any Subsidiary that requires such information is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Parent Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be set forth on the face of an Excluded Subsidiary. Except during a UCC financing statementCollateral Release Period, of such Loan Party. Parent each Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral affected thereby(other than any Excluded Perfection Assets). The Parent ▇▇▇▇▇▇▇▇ also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period. (b) If In the case of the Parent Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a) except during a Collateral Release Period, deliver to the Administrative Agent a certificate of a Financial Officer of the Parent Borrower setting forth (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject information required pursuant to the Lien Section I of the Collateral Documents upon Perfection Certificate or confirming that there has been no change in such information since the acquisition thereof) date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any Mortgaged Property is acquired by liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor. (c) Promptly after the occurrence of a Collateral Reinstatement Event, furnish and cause each Loan Party after the Effective Date, Parent will promptly notify to furnish to each of the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy Agent, the Collateral Agent and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect Trustee prompt written notice of any Excluded Accountevent described in Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the applicable Collateral Release Period.

Information Regarding Collateral. (a) Parent Holdings will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in the legal corporate name of any Loan Party, as set forth Party that executes any Security Document or in any trade name used to identify such Loan Party in the conduct of its organizational documentsbusiness or in the ownership of its properties, (ii) in the jurisdiction of organization or the form of organization location of any such Loan Party's chief executive office, such Loan Party's principal place of business, any office in which such Loan Party maintains books or records relating to Collateral owned by it or, to the extent that such Collateral has an aggregate fair market value in excess of $10,000,000, any office or facility at which Collateral owned by it is located (including as a result the establishment of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party's identity or corporate structure or (iv) the organizational identification number, if any, and in the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Partyexecutes any Security Document. Parent Holdings agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, if any, have been made, or will have been made within the applicable statutory period, under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyfor the benefit of the Secured Parties. Parent Holdings also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to paragraph (a) of Section 5.01, Holdings shall deliver to the Administrative Agent a certificate of a Financial Officer of Holdings (i) any material assets are acquired by any Loan Party after setting forth all changes in the information set forth in Section 2 of the Perfection Certificate or confirming that there has been no change in such information, in either case since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section, and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereof) have been filed of record or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify have been delivered to the Administrative Agent thereof and will cause such assets for filing in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all ) above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything to security interests under the contrary set forth in this Agreement or in any Collateral Document, Security Documents for a period of not less than 18 months after the Loan Parties shall not be required to date of such certificate (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements except as noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent Holdings and the Borrowers will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) Agent, prompt written notice of any change in (i) the legal name of in any Loan Party’s legal name, as set forth in its such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party or the location of such Loan Party’s chief executive office, (iii) in the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the in any Loan Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party. Parent agrees Holdings and each Borrower agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedCollateral. (b) If At the time of delivery of financial statements pursuant to Section 8.01(a), Holdings and the Borrowers shall deliver to the Administrative Agent a completed Supplemental Perfection Certificate, signed by an Authorized Officer of each of Holdings and the Borrowers, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any material assets are acquired by any Loan Party after changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 8.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereofDate) or (ii) any Mortgaged Property is acquired by any Loan Party after certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 8.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) No later than the date on which the Parent Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent promptly (and in any event within 60 days thereof) the Collateral Trustee written notice of any change in (i) the legal name of any change (A) in any Loan Party, ’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) except during any Collateral Release Period, any office or facility (other than any location within the jurisdiction control of organization the Administrative Agent, the Collateral Agent or the form Collateral Trustee) at which material portions of organization Collateral owned by it are located (including the establishment of any Loan Party such new office or facility) (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, it being understood and the Federal Taxpayer Identification Number of such Loan Party, in each case, only agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of (X) prior to the Hurricane Acquisition Closing Date, the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, and (B) on and after the Hurricane Acquisition Closing Date, the greatest of (x) $500,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Parent Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Loan Party organized under Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the laws Closing Date of a jurisdiction any Subsidiary that requires such information is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Parent Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be set forth on the face of an Excluded Subsidiary. Except during a UCC financing statementCollateral Release Period, of such Loan Party. Parent each Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral affected thereby(other than any Excluded Perfection Assets). The Parent also agrees Borrower ▇▇▇▇ ▇▇rees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period. (a) In the case of the Parent Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a) except during a Collateral Release Period, deliver to the Administrative Agent a certificate of a Financial Officer of the Parent Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor. 123 US-DOCS\159452469.6 (b) If (i) any material assets are acquired by any Promptly after the occurrence of a Collateral Reinstatement Event, furnish and cause each Loan Party after to furnish to each of the Effective Date (other than assets constituting Collateral under Administrative Agent, the Collateral Documents that become subject to the Lien of Agent and the Collateral Documents upon the acquisition thereofTrustee prompt written notice of any event described in Section 5.06(a)(i)(B) or (iiSection 5.06(a)(i)(D) any Mortgaged Property is acquired by any Loan Party after that occurred during the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the applicable Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountRelease Period.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) the in any Borrower’s legal name of any Loan Party, as set forth in its organizational documentsname, (ii) in the jurisdiction of organization or the form of organization location of any Loan Party (including as a result of any merger or consolidation)Borrower’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Borrower’s identity or organizational structure, (iv) the in any Borrower’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number or (v) in any Borrower’s jurisdiction of such Loan Party, organization (in each case, only including by merging with respect or into any other entity other than another Borrower, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than 30 days prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to any Loan Party organized under by the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementAdministrative Agent, of its intention so to do, clearly describing such Loan Party. Parent agrees not change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal maintain the perfection and perfected priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in all the Collateral affected therebyCollateral, if applicable. Parent Each Borrower agrees to promptly provide the Administrative Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower also agrees promptly to notify the Administrative Agent if Agent, not less than 15 days prior thereto, of any material portion change in the location of the any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility) other than (i) any location that is listed in the relevant Schedules to the Perfection Certificate, (ii) any location relating to Inventory in transit or at sidings in railcars in the ordinary course of Borrowers’ business, and (iii) any location relating to short term swaps of Inventory with other ethanol suppliers in the ordinary course of VeraSun Marketing’s business. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject delivery of financial statements pursuant to Section 5.01(a), deliver to the Lien Administrative Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower Representative certifying that all UCC financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party for a period of not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent The Borrower -------------------------------- will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the in any Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party's identity or legal structure or (iv) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan PartyNumber. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedCollateral. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) any material assets are acquired by any Loan Party after setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereof) have been filed of record in each governmental, municipal or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets other appropriate office in each jurisdiction identified pursuant to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all ) above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything to security interests under the contrary set forth in this Security Agreement or in any Collateral Document, for a period of not less than 18 months after the Loan Parties shall not be required to date of such certificate (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements except as noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) No later than the date on which the Parent Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent promptly (and in any event within 60 days thereof) the Collateral Trustee written notice of any change in (i) the legal name of any change (A) in any Loan Party, ’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) except during any Collateral Release Period, any office or facility (other than any location within the jurisdiction control of organization the Administrative Agent, the Collateral Agent or the form Collateral Trustee) at which material portions of organization Collateral owned by it are located (including the establishment of any Loan Party such new office or facility) (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, it being understood and the Federal Taxpayer Identification Number of such Loan Party, in each case, only agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Parent Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Loan Party organized under Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the laws Closing Date of a jurisdiction any Subsidiary that requires such information is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Parent Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be set forth on the face of an Excluded Subsidiary. Except during a UCC financing statementCollateral Release Period, of such Loan Party. Parent each Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral affected thereby(other than any Excluded Perfection Assets). The Parent ▇▇▇▇▇▇▇▇ also agrees promptly to notify each of the Administrative Agent, the Collateral Agent US-DOCS\155682452.9 US-DOCS\155682452.9 and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period. (b) If In the case of the Parent Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a) except during a Collateral Release Period, deliver to the Administrative Agent a certificate of a Financial Officer of the Parent Borrower setting forth (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject information required pursuant to the Lien Section I of the Collateral Documents upon Perfection Certificate or confirming that there has been no change in such information since the acquisition thereof) date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any Mortgaged Property is acquired by liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor. (c) Promptly after the occurrence of a Collateral Reinstatement Event, furnish and cause each Loan Party after the Effective Date, Parent will promptly notify to furnish to each of the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy Agent, the Collateral Agent and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect Trustee prompt written notice of any Excluded Accountevent described in Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the applicable Collateral Release Period.

Information Regarding Collateral. (a) Parent will furnish to Tech Data represents and warrants as of the Administrative Agent promptly (Third Omnibus Amendment Closing Date and in any event within 60 days thereof) written notice of any change in covenants that: (i) each exact legal name, type of organization, jurisdiction of formation and chief executive office of Tech Data and each other Person providing Collateral pursuant to the legal name of any Loan PartyPledge Agreement (each, as set forth in its organizational documentsa “Grantor”) at the Third Omnibus Amendment Closing Date, (ii) the jurisdiction exact U.S. taxpayer identification number and organizational identification number of organization or each Grantor at the form of organization of any Loan Party (including as a result of any merger or consolidation)Third Omnibus Amendment Closing Date, (iii) each exact legal name, type of organization, jurisdiction of formation, and chief executive office of each Direct Foreign Subsidiary that is a Significant Subsidiary at the Third Omnibus Amendment Closing Date, (iv) each exact legal name of each Person owning Subsidiary Securities of any such Direct Foreign Subsidiaries and the number and class of any such Subsidiary Securities owned by such Person, and (v) each exact legal name of each Subsidiary and an indication of whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary, Direct Foreign Subsidiary or Significant Subsidiary, are specified on Schedule 5.9, as Schedule 5.9 shall be updated annually in accordance with Section 7.02(b) of the Amended Tech Data Credit Agreement. Tech Data further covenants that it shall not change, and shall not permit any other Grantor or any Direct Foreign Subsidiary that is a Significant Subsidiary to change, its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), the location of the its chief executive officer office, except upon giving written notice (prior to or immediately following such change) to the Administrative Agent and the Collateral Agent and (prior to such change or immediately following such change) taking or causing to be taken all such action at Tech Data’s or such other Grantor’s expense as may be required by applicable Law to maintain the perfection of any Loan Party or the Lien of the Collateral Agent in all Collateral. Without limiting the generality of the foregoing, Tech Data covenants that it shall, and shall cause each Grantor to, (iv) the organizational identification numberprior to such change or, if anylater, and immediately upon request) take all such action at Tech Data’s or such other Grantor’s expense as may be reasonably requested by the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect Collateral Agent or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all perfect or maintain the Collateral affected thereby. Parent also agrees promptly to notify perfection of the Administrative Agent if any material portion Lien of the Collateral is damaged or destroyedAgent in Collateral pledged under the Pledge Agreement. (b) If (iSection 7.1(n)(ii) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property Participation Agreement is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets hereby amended to be subjected to a Lien securing the Secured Obligations and will take such actions read as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.follows:

Information Regarding Collateral. (a) Parent Except in connection with a transaction permitted by SECTION 6.03 in which a Loan Party is the surviving Person, the Borrower will furnish to the Agents at least thirty (30) days’ (or such shorter period as to which the Administrative Agent promptly (and may agree in any event within 60 days thereofits sole discretion) priorprompt written notice of any change in: (a) any Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties; (ib) the legal name location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its which it maintains books or records relating to Collateral located in Canada owned by it or any office or facility at which Collateral located in Canada owned by it is located (including the establishment of any such new office or facility); provided that any such notice with respect to the opening or closing of any retail store (other than the opening of any retail store in Canada in any province or territory where the Collateral Agent’s Liens are not then perfected) shall be provided to the Agents solely upon request of the Administrative Agent; (c) any Loan Party’s organizational documents, (ii) the structure or jurisdiction of organization incorporation or the form of organization of formation; or (d) any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of such organization. The Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations, have been made under the UCC Uniform Commercial Code, PPSA or otherwise other Applicable Law that are required in order for the Administrative Agent to Agents toafter giving effect thereto, the Agents continue at all times following such change to have a valid, legal and perfected first priority (subject only to Permitted Encumbrances having priority by operation of Applicable Law and, with respect to Term Priority Collateral but subject to the Intercreditor Agreement or any other intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent with respect thereto, Liens securing the Loan Parties’ obligations under the Term Loan Documents and Liens permitted under clauses (h), (m), (p), (r) and (z) of the definition of “Permitted Encumbrances”) security interest in all the Collateral affected thereby. Parent also agrees promptly to notify for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Credit Parties. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent will furnish Furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in the Borrower’s or any Restricted Subsidiary’s legal name of any Loan Party, as set forth in its organizational documentsname, (ii) in the jurisdiction of organization or formation of the form of organization of Borrower or any Loan Party (including as a result of any merger or consolidation)Restricted Subsidiary, (iii) in the location of the chief executive officer of Borrower’s or any Loan Party Restricted Subsidiary’s identity or corporate structure or (iv) in the organizational identification number, if any, and the Borrower’s or any Restricted Subsidiary’s Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan PartyNumber. Parent The Borrower agrees not to effect or permit, or to cause or permit any Restricted Subsidiary to effect or permit, any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyto the same extent as before such change. Parent The Borrower and its Restricted Subsidiaries also agrees agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after In the Effective Date (other than assets constituting Collateral under case of the Collateral Documents that become subject Borrower, each year, at the time of delivery of the annual financial statements with respect to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Datepreceding fiscal year pursuant to Section 5.04(a), Parent will promptly notify deliver to the Administrative Agent thereof a certificate of a Responsible Officer setting forth the information required pursuant to Sections 2, 3 and will cause 4 of the Perfection Certificate or confirming that there has been no change in such assets information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to be subjected this Section 5.06. (c) Promptly deliver to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy (a) in the Collateral and Guarantee Requirementevent that the Administrative becomes aware of any material adverse change in the value of any Mortgaged Property, including, without limitation, to grant and perfect such Lien, all at the expense request of Parent andthe Administrative Agent, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements an Appraisal Report with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents such Mortgaged Property or (Cb) enter into Control Agreements at any time at the discretion of the Borrower, an Appraisal Report with respect to some or all of the Real Property of the Borrower and its Subsidiaries; provided that, in respect each case, each such Appraisal Report shall have been completed within 30 days of any Excluded Accountsuch delivery.

Information Regarding Collateral. (a) Parent Furnish, and will furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent promptly (and in any event within 60 days thereof) the Collateral Trustee prompt written notice of any change in (i) the legal name of any change (A) in any Loan Party, ’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) any office or facility (other than any location within the jurisdiction control of organization the Administrative Agent, the Collateral Agent or the form Collateral Trustee) at which material portions of organization Collateral owned by it are located (including the establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the location of the chief executive officer Closing Date of any Loan Party Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to Closing Date or at any Loan Party organized under the laws of a jurisdiction that requires such information time thereafter ceasing to be set forth on the face of a UCC financing statement, of such Loan Partyan Excluded Subsidiary. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.Perfection

Information Regarding Collateral. (a) Parent Each U.S. Loan Party will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of not effect any change in (i) the in such U.S. Loan Party's legal name or in any trade name used to identify it in the conduct of any Loan Party, as set forth its business or in the ownership of its organizational documentsproperties, (ii) in the jurisdiction location of organization such U.S. Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of any in such U.S. Loan Party Party's identity or corporate structure, (iv) the organizational identification number, if any, and the in such U.S. Loan Party's Federal Taxpayer Identification Number of or (v) in such U.S. Loan Party, 's jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the applicable Collateral Agent and the Applicable Agent not less than 30 days' prior written notice (in the form of an officers' certificate), or such lesser notice period agreed to any by the applicable Collateral Agent (it being understood that ten (10) days' prior written notice is acceptable to the U.S. Collateral Agent in the case of the anticipated move from U.S. Borrower's Denver warehouse facility to another facility or facilities owned or leased by a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face Closing Date or the temporary relocation of a UCC financing statementinventory to mitigate potential shipping shortages and risks associated with the implementation of the SAP system software), of its intention so to do, clearly describing such Loan Party. Parent agrees not change and providing such other information in connection therewith as the applicable Collateral Agent or the Applicable Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to effect or permit any change referred the applicable Collateral Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyapplicable Collateral. Parent Each Loan Party also agrees promptly to notify the Administrative Agent Agents if any material portion of the Collateral is damaged or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year (commencing with Fiscal Year 2008) pursuant to clause (b) of Section 5.01, each Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of each Borrower (i) any material assets are acquired by any Loan Party after setting forth the Effective information required pursuant to Sections 1, 2, 3, 4, 7, 8, 10, 11, 12, 13 and 14 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all UCC financing statements (including fixture filings, as applicable) or other than assets constituting appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Documents that become subject to the Lien for a period of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent will furnish Subject to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Section 10.17, not effect any change in (i) in any Loan Party's legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)'s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party's identity or organizational structure, (iv) the in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, 's jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent and the Administrative Agent not less than 20 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to any by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under agrees to promptly provide the laws Collateral Agent with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent sentence. Each Loan Party also agrees to continue at all times following such change to have a valid, legal and perfected security interest in all promptly notify the Collateral affected thereby. Parent also agrees promptly Agent of any change in the location of any office in which it maintains books or records relating to notify the Administrative Agent if Collateral owned by it or any material portion of the office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject delivery of financial statements pursuant to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective DateSection 5.01(a), Parent will promptly notify deliver to the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountAgent a Perfection Certificate Supplement.

Information Regarding Collateral. (a) Parent Except in connection with a transaction permitted by SECTION 6.03 in which a Loan Party is the surviving Person, the Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) Agents prompt written notice of any change in in: (ia) any Loan Party’s legal name; (b) the legal name location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its which it maintains books or records relating to Collateral located in Canada owned by it or any office or facility at which Collateral located in Canada owned by it is located (including the establishment of any such new office or facility); provided that any such notice with respect to the opening or closing of any retail store (other than the opening of any retail store in Canada in any province or territory where the Collateral Agent’s Liens are not then perfected) shall be provided to the Agents solely upon request of the Administrative Agent; (c) any Loan Party’s organizational documents, (ii) the structure or jurisdiction of organization incorporation or the form of organization of formation; or (d) any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of such organization. The Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under after giving effect thereto, the UCC or otherwise that are required in order for the Administrative Agent to Agents continue at all times following such change to have a valid, legal and perfected first priority (subject only to Permitted Encumbrances having priority by operation of Applicable Law and, with respect to Term Priority Collateral but subject to the Intercreditor Agreement or any other intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent with respect thereto, Liens securing the Loan Parties’ obligations under the Pre-Petition Term Loan Documents and Liens permitted under clause (m) of the definition of “Permitted Encumbrances”) security interest in all the Collateral affected thereby. Parent also agrees promptly to notify for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Credit Parties. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the in any Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it with an aggregate book value in excess of $250,000 is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) in any Loan Party's identity or corporate structure (within the location meaning of the chief executive officer of any Loan Party Uniform Commercial Code (as defined in the Security Agreement)) or (iv) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number Number. Each of such Loan Party, in each case, only with respect to any Loan Party organized under Holdings and the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyCollateral. Parent The Borrower also agrees promptly to notify the Administrative Agent if Collateral with a fair market value in excess of $250,000 is damaged in any material portion of the Collateral is damaged respect or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) any material assets are acquired by any Loan Party after setting forth the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless information required pursuant to the ABL Credit Agreement Perfection Certificate or related loan documents confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or (Cthe date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) enter into Control Agreements shall identify in respect the format of Schedule II, III, IV or V of the Security Agreement, all registered Intellectual Property of any Excluded AccountLoan Party in existence on the date thereof and not then listed on such Schedules or previously so identified.

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly prompt (and in any event within 60 thirty (30) days thereofthereof (or such longer period as the Administrative Agent may agree)) written notice of any change in (i) the its legal name of any Loan Partyname, as set forth in its organizational documents, (ii) the its jurisdiction of organization or the form of its organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the its chief executive officer of any Loan Party office or (iv) the its organizational identification number, if any, and the its Federal Taxpayer Identification Number of such Loan PartyNumber, in each casecase under this clause (iv), only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, statement of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any ), the Loan Party after the Effective Date, Parent Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent the Loan Parties and, in the case of clause (i), all to the extent required by this Agreement or the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppelsestoppels or Collateral Access Agreements, collateral access agreements (C) perfect Liens in any assets represented by a certificate of title or bailee agreements with respect to (D) enter into any Collateral Documents governed by the laws of a jurisdiction other than the United States. (c) If, despite the restrictions set forth in Section 6.02, the Company or any Subsidiary shall g▇▇▇▇ ▇ ▇▇▇▇ on any of their retail operating store locations, unless required pursuant its assets to secure Indebtedness under the ABL Term Credit Agreement or related loan documents the Pre-Petition Term Credit Agreement and the Secured Obligations are not secured by a Lien on such assets, the Company will (i) promptly notify the Administrative Agent and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, or (C) enter into Control Agreements in respect cause such Subsidiary to take, as the case may be, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the Term Credit Agreement and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the expense of any Excluded Accountthe Loan Parties.

Information Regarding Collateral. (a) Parent Holdings and the other Borrowers will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of of: (a) With respect to any U.S. Credit Party, any change in any Credit Party’s (iA) the legal name of any Loan Party, as set forth in its organizational documentsname, (iiB) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)organizational identity, (iiiC) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, (D) organizational structure, (E) in the case of any U.S. Credit Party that is not a registered organization for purposes of Section 9-307 of the UCC, its place of business or, if anyit has more than one place of business, and its Chief Executive Office, or (F) in the Federal Taxpayer Identification Number case of such Loan Party, in each case, only with respect to any Loan U.S. Credit Party organized under the laws of a jurisdiction North Dakota or South Dakota, its Federal Taxpayer Identification Number; (b) With respect to any Credit Party that requires is required to provide Collateral under the laws of England and Wales, under the laws of Canada, under the laws of the Netherlands or under the laws of Australia, any change (A) in such information to be set forth on Credit Party’s corporate name, (B) in the face of a UCC financing statement, location of such Loan Credit Party. Parent agrees not ’s Chief Executive Office, its principal place of business, registered office, any office in which it maintains books or records relating to effect Collateral (other than de-minimis portions of Collateral) owned by it or permit any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), or (C) in such Credit Party’s identity or corporate structure. (c) Within 5 Business Days prior to any change referred to in clause (a) or (b) above, Holdings and the preceding sentence unless other Borrowers agree to make, or to provide to the Administrative Agent all the information required to enable it to make, all filings have been made under the UCC (or the analogous legislation in any other relevant jurisdiction) or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedCollateral. (bd) If Promptly upon, and in any event within ten Business Days after, Holdings or any other U.S. Credit Party acquires any fee owned (ior the equivalent) Real Property the cost or book value (whichever is greater) of which is more than $500,000 or which constitutes a Leasehold interest in Real Property to be used for any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien manufacturing operations, notice of such acquisition, together with Holding’s good faith determination of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect Fair Market Value of any Excluded Accountsuch fee owned (or equivalent) Real Property.

Information Regarding Collateral. (ai) Parent will furnish to the Administrative Agent promptly (and in Promptly upon any event within 60 days occurrence thereof) , written notice of any change (A) in any Loan Party's name or in any trade name used to identify it in the conduct of its business or in the ownership of its Properties, (iB) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business or any asset constituting Collateral (including the installation of any asset constituting Collateral at a location where Collateral has not previously been located), (C) in its organizational documents, any Loan Party's identity or corporate structure or (D) in any Loan Party's Federal taxpayer identification number; (ii) promptly upon any incurrence thereof, written notice of any material casualty or damage to, or any destruction of, the jurisdiction of organization Collateral or any Real Estate Assets or the form of organization commencement of any Loan Party (including as a result action or proceeding for the taking of any merger Collateral or consolidation), Real Estate Assets or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding; and (iii) concurrently with the location delivery of the chief executive officer financial statements referred to in CLAUSE (A) of any Loan Party SECTION 8.1, a certificate of a Responsible Officer of the Borrower (A) setting forth the information required pursuant to Sections 1 and 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Agreement and (ivB) certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations (which are required to have been filed, recorded or registered in accordance with this Agreement), including all refilings, rerecordings and reregistrations, containing a description of the organizational identification numberCollateral have been filed of record in each governmental, if any, municipal or other appropriate office in each jurisdiction identified pursuant to CLAUSE (A) above to the extent necessary to protect and perfect the Federal Taxpayer Identification Number security interests under the Security Agreement for a period of not less than 18 months after the date of such Loan Party, in each case, only certificate (except as noted therein with respect to any Loan Party organized under the laws of a jurisdiction that requires such information continuation statements to be set forth on the face of a UCC financing statement, of filed within such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (iperiod), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.;

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in such Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party’s identity or corporate structure, (iv) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or its organizational identification number or (v) in any Loan Party, in each case, only with respect to any ’s jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Administrative Agent) and (ii) all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyCollateral. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, the Borrowers shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of each of the Borrowers (i) any material assets are acquired by any Loan Party after setting forth the information required pursuant to the Schedules to the Collateral Agreement or confirming that there has been no change in such information since the Effective Date or the date of the most recent Schedule updates delivered pursuant to this Section and (ii) certifying that all UCC financing statements (including fixture filings, as applicable) or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereof) have been filed of record in each governmental, municipal or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets other appropriate office in each jurisdiction identified pursuant to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all ) above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything to security interests under the contrary set forth in this Agreement or in any Collateral Document, Security Documents for a period of not less than 18 months after the Loan Parties shall not be required to date of such certificate (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements except as noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Borrower shall not effect any change in (i) the legal name of any Loan Party, as set forth in its organizational documentslegal name, (ii) in the jurisdiction location of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)its chief executive office, (iii) the location of the chief executive officer of any Loan Party in its identity or organizational structure, (iv) the in its Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number or (v) in its jurisdiction of such Loan Party, organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws Lender not less than ten (10) days prior written notice (in the form of an certificate of a jurisdiction that requires duly authorized officer of Borrower), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to be the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable (subject to the limitations set forth on in Section 8.12(b)). Borrower agrees to provide promptly the face Lender with certified Borrower’s Organizational Documents reflecting any of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to the changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebysentence. Parent Borrower also agrees promptly to notify promptly the Administrative Agent if Lender of any material change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of the Collateral is damaged located (including the establishment of any such new office or destroyed. facility), other than (a) changes in location to mortgaged property, (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) which is in-transit or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case possession of clause employees, and (i)c) Collateral which is out for repair or processing. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, all to the extent required by the Collateral Documents. It is understood and agreed thatMARKED BY BRACKETS, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral DocumentHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountAS AMENDED.

Information Regarding Collateral. (a) Parent will furnish to Tech Data represents and warrants as of the Administrative Agent promptly (Restatement Effective Date and in any event within 60 days thereof) written notice of any change in covenants that: (i) each exact legal name, type of organization, jurisdiction of formation and chief executive office of Tech Data and each other Person providing Collateral pursuant to the legal name of any Loan PartyPledge Agreement (each, as set forth in its organizational documentsa “Grantor”) at the Restatement Effective Date, (ii) the jurisdiction exact U.S. taxpayer identification number and organizational identification number of organization or each Grantor at the form of organization of any Loan Party (including as a result of any merger or consolidation)Restatement Effective Date, (iii) each exact legal name, type of organization, jurisdiction of formation, and chief executive office of each Direct Foreign Subsidiary that is a Significant Subsidiary at the Restatement Effective Date, (iv) each exact legal name of each Person owning Subsidiary Securities of any such Direct Foreign Subsidiaries and the number and class of any such Subsidiary Securities owned by such Person, and (v) each exact legal name of each Subsidiary and an indication of whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary, Direct Foreign Subsidiary or Significant Subsidiary, are specified on Schedule 5.1(m), as Schedule 5.1(m) shall be updated annually in accordance with Section 7.02(b) of the Amended Tech Data Credit Agreement. Tech Data further covenants that it shall not change, and shall not permit any other Grantor or any Direct Foreign Subsidiary that is a Significant Subsidiary to change, its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), the location of the its chief executive officer of any Loan Party office, except upon giving written notice (prior to or (ivimmediately following such change) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent and the Collateral Agent and (prior to continue at all times such change or immediately following such change change) taking or causing to have a valid, legal and perfected security interest in be taken all such action at Tech Data’s or such other Grantor’s expense as may be required by applicable Law to maintain the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion perfection of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents Agent in all Collateral. Without limiting the generality of the foregoing, Tech Data covenants that it shall, and shall cause each Grantor to, (prior to such change or, if later, immediately upon the acquisition thereofrequest) take all such action at Tech Data’s or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to other Grantor’s expense as may be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Collateral Agent or the Administrative Agent to satisfy perfect or maintain the perfection of the Lien of the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at Agent in Collateral pledged under the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountPledge Agreement.

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the its legal name of any Loan Partyname, as set forth in its organizational documents, (ii) the its jurisdiction of organization or the form of its organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the its chief executive officer of any Loan Party office or (iv) the its organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such its Federal Taxpayer Identification Number. Each Loan Party. Parent Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any Mortgaged Property is acquired by any Loan Party after the Second Restatement Effective Date or (ii) any material assets are acquired by any Loan Party after the Second Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any ), the Loan Party after the Effective Date, Parent Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral DocumentsLoan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements waivers or bailee agreements Collateral Access Agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents locations or (C) enter into Deposit Account Control Agreements in respect of any Excluded Deposit Account.

Information Regarding Collateral. (a) Parent The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the legal name of in any Loan Party, as set forth in its organizational documents’s corporate name, (ii) in the jurisdiction of incorporation or organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iviii) the in any Loan Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless the Borrower shall have provided to the Administrative Agent no later than ten days prior to such change all filings have been made under the UCC or otherwise information that are is required in order for the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise necessary to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyCollateral. Parent The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If At the time of delivery of financial statements pursuant to Section 5.01(a) or (b), the Borrower shall deliver to the Administrative Agent a certificate executed by a Financial Officer or chief legal officer of the Borrower (i) any material assets are acquired by any Loan Party after setting forth the information required pursuant to Sections 1 through 9 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (other than assets constituting ii) certifying that (1) all Uniform Commercial Code financing statements (including fixture filings, as the case may be) or, subject to Section 4.02(b)(iii) of the Collateral Agreement, filings with the United States Patent and Trademark Office and the United States Copyright Office, in each case that the Borrower has reviewed at the reasonable request of the Administrative Agent, are all the filings, recordings and registrations that are necessary to protect and perfect the security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) under the Collateral Documents that become subject to the Lien Agreement in respect of the Article 9 Collateral Documents upon (as defined in the acquisition thereofCollateral Agreement) in which such security interest may be perfected by filing in the United States or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent political subdivision thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations its territories and will take such actions possessions (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locationscontinuation statements to be filed within such period) and (2) all filings, unless required recordings or registrations with respect to the Collateral that is pledged pursuant to a Foreign Pledge Agreement, in each case reviewed by the ABL Credit Borrower at the reasonable request of the Administrative Agent, are all the filings, recordings or registrations that are necessary to protect and perfect the security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) under such Foreign Pledge Agreement or related loan documents or (C) enter into Control Agreements in respect of all the Collateral in which such security interest may be perfected by filings, recordings or registrations in the applicable jurisdiction (except, to the extent applicable, with respect to any Excluded Accountcontinuation statements or equivalent filings, recordings or registrations to be filed as required by applicable law).

Information Regarding Collateral. (a) Parent Holdings and the Borrower will furnish to the Administrative Agent promptly (not, and in will not permit any event within 60 days thereof) written notice of other Credit Party to, effect any change in (i) the in any Credit Party’s legal name of any Loan Party, as set forth in its organizational documentsname, (ii) in the jurisdiction of organization or the form of organization location of any Loan Party Credit Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including as a result the establishment of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Credit Party’s identity or organizational structure, (iv) the in any Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number or (v) in any Credit Party’s jurisdiction of such Loan Party, organization (in each case, only including by merging or amalgamating with respect to or into any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementother entity, of such Loan Party. Parent agrees not to effect reorganizing, dissolving, liquidating, reorganizing or permit organizing in any change referred to in the preceding sentence unless all filings other jurisdiction), until (A) it shall have been made under the UCC or otherwise that are required in order for given the Administrative Agent prior written notice of its intention so to continue at all times following do, clearly describing such change to have a valid, legal and perfected security interest providing such other information in all the Collateral affected thereby. Parent also agrees promptly to notify connection therewith as the Administrative Agent if any material portion of the Collateral is damaged or destroyed. may reasonably request and (bB) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as it shall be necessary or have taken all action reasonably requested by the Administrative Agent to satisfy maintain the perfection and priority of the security interest of the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at Agent for the expense benefit of Parent and, the Secured Parties in the case Collateral, if applicable. Each Credit Party agrees to promptly provide the Administrative Agent with certified Organizational Documents reflecting any of clause the changes described in the preceding sentence. Each Credit Party also agrees to promptly notify the Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (iincluding the establishment of any such new office or facility), all other than changes in location to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything a Mortgaged Property or a leased property subject to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accounta Landlord Access Agreement.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction (except as otherwise provided hereunder)), until (A) it shall have given the Collateral Agent and the Lender not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to any by the Collateral Agent, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under agrees to promptly provide the laws Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentences. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than (x) changes in the location of such Collateral to real property owned by a jurisdiction that requires such information Loan Party or to be set forth on leased property subject to a Landlord Access Agreement, and (y) changes in the face location of a UCC financing statement, inventory to the location of third party vendors of such Loan Party. Parent agrees Party solely for the purpose of further processing, but only so long as the value of such inventory for all Loan Parties does not to effect or permit any change referred to exceed $1,000,000 in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedaggregate. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to Section 6.02(a), deliver to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect Lender and the Collateral Agent a Perfection Certificate Supplement concurrently with the delivery of any Excluded Accountfinancial statements pursuant to Section 6.01(a).

Information Regarding Collateral. (a) The Borrower and each Parent will furnish to the Administrative Agent promptly (Company shall, and in any event within 60 days thereof) written notice of shall cause each Loan Party to, not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization ’s chief executive office or the form of organization of any Loan Party (including as a result of any merger or consolidation)legal domicile, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organiza tional structure, (iv) the in any Loan Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging or amalgamating with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 10 days’ prior written notice, or such lesser notice period agreed to any by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably requested by the Collateral Agent to maintain (to the extent provided in the applicable Security Document) the perfec- tion and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral. Each Loan Party organized under agrees to promptly provide the laws Collateral Agent with certified Organization Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent sentence. Each Loan Party also agrees to continue at all times following such change to have a valid, legal and perfected security interest in all promptly notify the Collateral affected thereby. Parent also agrees promptly Agent of any change in the location of any office in which it maintains books or records relating to notify Collateral owned by it or any office or facility at which Collateral in excess of $1.0 million in value is located (including the Administrative Agent if establishment of any material portion of the Collateral is damaged such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If (i) any material assets are acquired by any The Borrower and each Parent Company shall, and shall cause each Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to, deliver to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause the Collateral Agent, upon reasonable request, such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or information reasonably requested deemed by the Administrative Agent to satisfy or the Collateral and Guarantee Requirement, including, without limitation, Agent necessary to grant and perfect such Lien, all at the expense of Parent and, in the case of clause obtain or maintain (i), all to the extent required by provided in the Collateral Documents. It is understood and agreed thatapplicable Security Document) a valid, notwithstanding anything to the contrary set forth in this Agreement or in perfected First Priority Lien on any Collateral Document, acquired after the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountClosing Date.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party's legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)'s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party's identity or organizational structure, (iv) the in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, 's jurisdiction of organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Collateral Agent and the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent andAgent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its intention to do so, or in the case of clauses (ii) through (v), all not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to the extent required by the Collateral Documents. It is understood Agent, of its intention so to do, and, in each case, clearly describing such change and agreed that, notwithstanding anything to providing such other information in connection therewith as the contrary set forth in this Agreement Collateral Agent or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, Administrative Agent may reasonably request and (B) obtain landlord lien waiversit shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, estoppelsif applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), collateral access agreements other than changes in location to a Mortgaged Property or bailee agreements a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent The Borrower --------------------------------- will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the in any Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party's identity or legal structure or (iv) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan PartyNumber. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to 121 continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedCollateral. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) any material assets are acquired by any Loan Party after setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereof) have been filed of record in each governmental, municipal or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets other appropriate office in each jurisdiction identified pursuant to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all ) above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything to security interests under the contrary set forth in this Security Agreement or in any Collateral Document, for a period of not less than 18 months after the Loan Parties shall not be required to date of such certificate (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements except as noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Each of the Parent Guarantor and the Borrower will, and will cause each of the other Loan Parties to, furnish to the Administrative Agent promptly (and in any event within 60 days thereof) the Collateral Agent prompt written notice of any change in (i) in such Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, ’s chief executive office or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party or Party’s corporate structure, (iv) the in any Loan Party’s federal taxpayer identification number or organizational identification number, if anynumber or (v) in any Loan Party’s jurisdiction of organization. Each of the Parent Guarantor and the Borrower will not, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to will not permit any other Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementto, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent written notice not later than ten (10) days after any such change and (ii) all filings have been made under the UCC applicable Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest interests in all the Collateral affected therebyCollateral. Each of the Parent also agrees Guarantor and the Borrower will, and will cause each other Loan Party to, promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 7.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower updating, to the extent necessary, to reflect (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien list of the Collateral Documents upon the acquisition thereof) or owned and leased Real Property, (ii) any Mortgaged Property is acquired by changes to the names or locations of any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or (iii) any other information reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountCollateral.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party's legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)'s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party's identity or organizational structure, (iv) the in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, 's jurisdiction of organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Collateral Agent and the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent andAgent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its intention to do so, and in the case of clauses (ii) through (v), all not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to the extent required by the Collateral Documents. It is understood Agent, of its intention so to do, and, in each case, clearly describing such change and agreed that, notwithstanding anything to providing such other information in connection therewith as the contrary set forth in this Agreement Collateral Agent or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, Administrative Agent may reasonably request and (B) obtain landlord lien waiversit shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, estoppelsif applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), collateral access agreements other than changes in location to a Mortgaged Property or bailee agreements a leased property subject to a Landlord Access Agreement. Prior to the Discharge of First Lien Obligations, Holdings and the Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.13 with respect to the Obligations hereunder only to the same extent that Holdings, the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.13 with respect to the First Lien Obligations in the First Lien Credit Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (ai) Parent The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 thirty (30) days thereof) written notice of any change in (iA) the legal name of any Loan Party, as set forth in its organizational documents, (iiB) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iiiC) the location of the chief executive officer office of any Loan Party or (ivD) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bii) If (iA) any material assets are acquired by any Loan Party after the Effective Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (iiB) any Mortgaged Property is acquired by any Loan Party after the Effective Closing Date, Parent the Borrower will promptly notify the Administrative Agent thereof and will will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause (B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent the Borrower and, in the case of clause (iA), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (A1) grant leasehold mortgages, foreign local law pledges (B2) obtain landlord lien waivers, estoppels, estoppels or collateral access agreements or bailee agreements with respect to any of their retail operating store locationsagreements, unless required pursuant to the ABL Credit Agreement or related loan documents or (C3) enter into Control Agreements in respect of any with respects to Excluded AccountAccounts.

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) the Collateral Agents prompt written notice of any change in (i) in such Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party's identity or corporate structure, (iv) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such or organizational identification number or (v) in any Loan Party, in each case, only with respect to any 's jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agents thirty (30) days' prior written notice and (ii) all filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyCollateral. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower (i) any material assets are acquired by any Loan Party after setting forth the information required pursuant to Sections 1, 2, 7, 8, 11, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all UCC financing statements (including fixture filings, as applicable) or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereof) have been filed of record in each governmental, municipal or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets other appropriate office in each jurisdiction identified pursuant to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all ) above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything to security interests under the contrary set forth in this Agreement or in any Collateral Document, Security Documents for a period of not less than 18 months after the Loan Parties shall not be required to date of such certificate (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements except as noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent Each Loan Party will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the its legal name of any Loan Partyname, as set forth in its organizational documents, (ii) the its jurisdiction of organization or the form of its organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the its chief executive officer of any Loan Party office or (iv) the its organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such its Federal Taxpayer Identification Number. Each Loan Party. Parent Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any Mortgaged Property is acquired by any Loan Party after the Third Restatement Effective Date or (ii) any material assets are acquired by any Loan Party after the Third Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any ), the Loan Party after the Effective Date, Parent Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral DocumentsLoan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements waivers or bailee agreements Collateral Access Agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents locations or (C) enter into Deposit Account Control Agreements in respect of any Excluded Deposit Account.

Information Regarding Collateral. (a) Parent The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger merger, amalgamation or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent the Borrower will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral DocumentsBorrower. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party's legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)'s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party's identity or organizational structure, (iv) the in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, 's jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written notice (in the form of an Officer's Certificate), or such lesser notice period agreed to any by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under agrees to promptly provide the laws Collateral Agent with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent sentence. Each Loan Party also agrees to continue at all times following such change to have a valid, legal and perfected security interest in all promptly notify the Collateral affected thereby. Parent also agrees promptly Agent of any change in the location of any office in which it maintains books or records relating to notify the Administrative Agent if Collateral owned by it or any material portion of the office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Documents Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that become subject to the Lien all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party for a period of not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.be filed within such period)..

Information Regarding Collateral. (a) Parent The Borrower will furnish to the Administrative Collateral Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (ii) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party's identity or corporate structure or (iv) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Partyor Organizational Identification Number. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedCollateral. (b) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Collateral Agent a certificate of a Financial Officer of the Borrower (i) either updating any material assets are acquired by any Loan Party after information in the Perfection Certificate delivered on the Effective Date that has changed since the delivery of such Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other than assets constituting appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office necessary to protect and perfect the security interests under the Collateral Documents that become subject to the Lien Agreement for a period of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) the in any Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documentswhich it maintains books or records relating to Collateral owned by it, domicile (iiwithin the meaning of the Quebec Civil Code) or any office or facility (other than any Store) at which Collateral owned by it with a value of more than $250,000 is located (including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (iii) the location of the chief executive officer of in any Loan Party Party's identity or organizational structure, (iv) the in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, 's jurisdiction of organization (in each case, only including by merging or amalgamating with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the applicable Collateral Agents and the applicable Administrative Agent not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to any by such Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as such Collateral Agents or such Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to such Collateral Agents to maintain the perfection and priority of the security interest of such Collateral Agents for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party organized under agrees to promptly provide the laws applicable Collateral Agents with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebysentence. Parent Each Loan Party also agrees to promptly to notify the Administrative Agent if applicable Collateral Agents of any material portion change in the location of the any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject delivery of financial statements pursuant to Section 5.01(a), deliver to the Lien applicable Administrative Agents and applicable Collateral Agents a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer(s) of the Borrowers certifying that all UCC financing statements (including fixture filings, as applicable), PPSA financing statements or financing change statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party for a period of not less than 18 months after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause date of such assets to be subjected to a Lien securing the Secured Obligations and will take such actions certificate (except as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements noted therein with respect to any of their retail operating store locations, unless required pursuant continuation statements to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accountbe filed within such period).

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent and the Administrative Agent not less than 20 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to any by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party organized under does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the laws changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to changes described in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent sentence. Each Loan Party also agrees to continue at all times following such change to have a valid, legal and perfected security interest in all promptly notify the Collateral affected thereby. Parent also agrees promptly Agent of any change in the location of any office in which it maintains books or records relating to notify Collateral owned by it or of any change in the Administrative Agent if location, other than in the ordinary course of its business, of any material portion of the office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject delivery of financial statements pursuant to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective DateSection 5.01(a), Parent will promptly notify deliver to the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountAgent a Perfection Certificate Supplement.

Information Regarding Collateral. (a) Parent The Borrower will furnish to the Administrative Agent promptly prompt written notice (and which shall in any event within 60 be provided by the earlier of (x) 30 days thereofafter such change (or such date as determined by the Administrative Agent in its reasonable discretion) written notice and (y) 10 days prior to the date on which the perfection of the Liens under the Collateral Agreements would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Loan Party’s legal name, as set forth in such Loan Party’s Organizational Documents, (iii) any change in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) any change in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or and (iv) the any change in any Loan Party’s organizational identification number, if any, and the number or Federal Taxpayer Identification Number of such Loan PartyNumber, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.such (b) If At the time of delivery of financial statements pursuant to Section 5.01(a), the Borrower shall deliver to the Administrative Agent a completed Supplemental Perfection Certificate, signed by a Financial Officer of Parent, (i) any material assets are acquired by any Loan Party after setting forth the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject information required pursuant to the Lien Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Collateral Documents upon Perfection Certificate delivered on the acquisition thereofClosing Date) or (ii) any Mortgaged Property is acquired by any Loan Party after certifying that there has been no change in such information from the Effective most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date). (c) With respect to the Israeli Collateral Agreements, Parent will promptly notify upon receipt of pledge and/or registrations certificates, the Borrower shall deliver to the Administrative Agent thereof and will cause an electronic copy of such assets to be subjected to certificate together with a Lien securing copy of an extract from the Secured Obligations and will take such actions as shall be necessary or reasonably requested by relevant registry evidencing the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect registration of any Excluded Accountsuch Israeli Collateral Agreement.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of No Borrower Party shall effect any change in (i) the in any Borrower Party legal name of any Loan Party, as set forth in its organizational documentsname, (ii) in the jurisdiction of organization or the form of organization location of any Loan Party (including as a result of any merger or consolidation)Borrower Party’s chief executive office, (iii) the location of the chief executive officer of in any Loan Party Borrower Party’s identity or organizational structure, (iv) the in any Borrower Party’s Federal Taxpayer Identification Number or organizational identification number, if any, and the Federal Taxpayer Identification Number or (v) in any Borrower Party’s jurisdiction of such Loan Party, organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws Lender not less than 10 days’ prior written notice (in the form of an certificate of a jurisdiction that requires such information to be set forth on the face duly authorized officer of a UCC financing statementBorrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such Loan Partychange and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Parent Each Borrower Party agrees not to effect or permit promptly provide the Lender with certified Borrower Party Documents reflecting any change referred to of the changes described in the preceding sentence unless all filings have been made under sentence. Each Borrower Party also agrees to promptly notify the UCC Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of [*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise that are required disposed of in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion ordinary course of the Collateral is damaged or destroyedbusiness. (b) If (i) any material assets are acquired by any Loan Party after Concurrently with the Effective Date (other than assets constituting Collateral under delivery of financial statements pursuant to Section 8.04, the Collateral Documents that become subject Borrower shall deliver to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to Lender a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountPerfection Certificate Supplement.

Information Regarding Collateral. (a) The Parent or the Borrower will furnish to the Administrative Collateral Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) in the legal name of any Loan Party, as set forth in its organizational documents, (ii) in the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), or (iii) the location of the chief executive officer of any Loan Party or (iv) in the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Parent agrees and the Borrower agree not to effect or permit any change referred to in the preceding sentence unless all filings have been been, or simultaneously will be, made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedCollateral. (b) If The Borrower (i) will furnish to the Collateral Agent and the Administrative Agent prompt written notice of any casualty or other insured damage to any material assets are acquired portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) condemnation or similar proceeding and (ii) will ensure that the net proceeds of any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, event (whether in the case form of clause (i)insurance proceeds, all to condemnation awards or otherwise) are collected and applied in accordance with the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in applicable provisions of this Agreement or in and the Loan Documents. (c) This Section 5.10 shall not apply during any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded AccountRelease Period.

Information Regarding Collateral. (a) Parent Furnish, and will furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent promptly (and in any event within 60 days thereof) the Collateral Trustee prompt written notice of any change in (i) the legal name of any change (A) in any Loan Party, ’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) any office or facility (other than any location within the jurisdiction control of organization the Administrative Agent, the Collateral Agent or the form Collateral Trustee) at which material portions of organization Collateral owned by it are located (including the establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the location of the chief executive officer Closing Date of any Loan Party Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to Closing Date or at any Loan Party organized under the laws of a jurisdiction that requires such information time thereafter ceasing to be set forth on the face of a UCC financing statement, of such Loan Partyan Excluded Subsidiary. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral affected thereby(other than any Excluded Perfection Assets). Parent The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) If In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject information required pursuant to the Lien Section I of the Collateral Documents upon Perfection Certificate or confirming that there has been no change in such information since the acquisition thereof) date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause liquidation or dissolution during such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect preceding fiscal year of any Subsidiary other than an Excluded AccountSubsidiary.

Information Regarding Collateral. (a) Parent will furnish Furnish to the Administrative Agent promptly at least fifteen (and in any event within 60 15) days thereof(or such shorter period as Agent may agree) prior written notice of any change in in: (i) the any Obligor's legal name of any Loan Party, as set forth in its organizational documents, name; (ii) the jurisdiction of organization or the form of organization location of any Loan Party Obligor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including as a result the establishment of any merger such new office or consolidationfacility, but excluding in-transit Collateral, Collateral out for repair, and Collateral temporarily stored at a customer's location in connection with the providing of services to such customer), ; (iii) the location any Obligor’s organizational structure or jurisdiction of the chief executive officer of any Loan Party incorporation or formation; or (iv) the organizational identification number, if any, and the any Obligor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Partyorganization. Parent agrees The Obligors shall not to effect or permit any change referred to in the preceding sentence unless the Obligors have undertaken all filings have been made such action, if any, reasonably requested by ▇▇▇▇▇▇▇▇ – Loan, Security and Guaranty Agreement #53354946 Agent under the UCC or otherwise that are is required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral affected thereby. Parent also agrees promptly (subject to notify Permitted Liens) for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Secured Parties. Notwithstanding the foregoing, the requirements of this Section 10.1.13 shall not be required in connection with the change in the form of organization of ▇▇▇▇▇▇▇▇ ▇▇ from a Delaware limited partnership to a Delaware limited liability company so long as such change takes place within five (5) Business Days after the Closing Date. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject From time to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to time as may be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by Agent, the Administrative Borrower Agent shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to satisfy any matter arising after the Collateral and Guarantee Requirement, including, without limitation, Closing Date that is required to grant and perfect be set forth or described in such Lien, all at the expense of Parent Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of clause (iany supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, all no supplement or revision to any Schedule or representation shall be deemed the Secured Parties’ consent to the extent matters reflected in such updated Schedules or revised representations nor permit the Obligors to undertake any actions otherwise prohibited hereunder or fail to undertake any action required by hereunder from the Collateral Documents. It is understood restrictions and agreed that, notwithstanding anything requirements in existence prior to the contrary set forth in this Agreement delivery of such updated Schedules or in such revision of a representation; nor shall any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements such supplement or bailee agreements with respect revision to any of their retail operating store locations, unless required pursuant to Schedule or representation be deemed the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect Secured Parties’ waiver of any Excluded AccountDefault resulting from the matters disclosed therein.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent The Issuer shall promptly (and in any event within 60 days thereof) written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all notify the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged physically damaged, destroyed or destroyedcondemned. (b) If (i) any material assets are acquired by any Loan Party Each year, within 120 days after the Effective Date end of the preceding fiscal year, the Issuer shall deliver to the Trustee and the Collateral Agent a certificate of a responsible financial or accounting Officer setting forth the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements. (c) Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other than assets constituting Collateral expert. (d) Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. (e) Without limiting the generality of Section 13.5(c) above, certain no action letters issued by the SEC have permitted an indenture qualified under the TIA to contain provisions permitting the release of Collateral Documents that become from Liens under such indenture in the ordinary course of the Issuer’s business without requiring the Issuer to provide certificates and other documents under Section 314(d) of the TIA. The Issuer and the Subsidiary Guarantors may, subject to the provisions of this Indenture without any release or consent by the Trustee, the Collateral Agent or First-Lien Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation: (1) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Collateral Security Documents upon that has become worn out, defective, obsolete or not used or useful in the acquisition thereofbusiness; (2) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of the Indenture or any of the Security Documents; (ii3) surrendering or modifying any Mortgaged Property franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (4) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (5) selling, transferring or otherwise disposing of inventory or accounts receivable in the ordinary course of business; and (6) making cash payments (including for the repayment of Indebtedness or interest) from cash that is acquired by at any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy time part of the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case ordinary course of clause (i), all to business that are not otherwise prohibited by this Indenture and the extent required by the Collateral Security Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of Not effect any change in (i) in any Loan Party’s legal name, (ii) in the legal name location of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction ’s chief executive office or principal place of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation)business, (iii) the location of the chief executive officer of in any Loan Party Party’s identity or organizational structure, (iv) the in any Loan Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementother entity, of such Loan Party. Parent agrees not to effect reorganizing, dissolving, liquidating, reorganizing or permit organizing in any change referred to in the preceding sentence other jurisdiction), unless all filings filings, publications and registrations have been made under the UCC Uniform Commercial Code or otherwise other Applicable Law that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest or second priority security interest, as applicable (subject only to Permitted Liens having priority by operating of Applicable Law) in all the Collateral affected therebyfor its own benefit and the benefit of the Secured Parties. Parent Each Loan Party agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly to notify the Administrative Collateral Agent if of any material portion change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral in excess of $100,000 in value is located (including the Collateral is damaged establishment of any such new office or destroyedfacility). The Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 6.12 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement. (b) If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject Deliver to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause the Collateral Agent, upon reasonable request, such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or information reasonably requested deemed by the Administrative Agent to satisfy or the Collateral and Guarantee Requirement, including, without limitation, Agent necessary to grant and perfect such Lien, all at obtain or maintain (to the expense of Parent and, extent provided in the case of clause (i)applicable Security Document) a valid, perfected Lien on all ABL Priority Collateral or all Term Priority Collateral acquired after the Closing Date to the extent required by under the Collateral Security Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.

Information Regarding Collateral. (a) Parent The Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), ) or (iii) the location of the chief executive officer of any Loan Party or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. Parent The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedCollateral. (b) If The Borrower will furnish to the Administrative Agent prompt written notice of (i) any material assets are acquired the acquisition by any Loan Party of, or any real property otherwise becoming, a Mortgaged Property after the Effective Date and (ii) the acquisition by any Loan Party of any other material assets after the Effective Date, other than (x) any assets constituting Collateral under the Collateral Security Documents that become subject to in which the Lien of Administrative Agent shall have a valid, legal and perfected security interest (with the Collateral Documents priority contemplated by the applicable Security Document) upon the acquisition thereofthereof and (y) or Excluded Assets (iias defined in the Collateral Agreement). (c) any Mortgaged Property is acquired by any Loan Party after the Effective DateThe Borrower will, Parent will as promptly as practicable, notify the Administrative Agent thereof and will cause such assets of the existence of any deposit account or securities account maintained by a Loan Party in respect of which a Control Agreement is required to be subjected in effect pursuant to a Lien securing clause (f) of the Secured Obligations and will take such actions as shall be necessary or reasonably requested by definition of the Administrative Agent to satisfy the term “Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, ” but is not yet in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Accounteffect.