Tempur-pedic International (TPX)

7.16    Further Assurances Regarding Certain Collateral.

(a) Certain Title Policy Endorsements. With respect to the title policy required under Section 5.03(c) in connection with the Mortgage on the Albuquerque Project’s Mortgaged Property, deliver to the Domestic Collateral Agent, within 150 days after receipt of the occupancy certificate for the manufacturing facility located at such Mortgaged Property (or such later date as may be agreed to by the Domestic Collateral Agent), endorsements, in form and substance satisfactory to the Domestic Collateral Agent, that remove exceptions related to any carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens.

(b) Certain Spanish Law Documents. Deliver to the Foreign Collateral Agent within 45 days of the Closing Date (or such later date as may be agreed to by the Foreign Collateral Agent), (i) a Spanish law Pledge of Shares, by TWH, as pledgor of 65% of the Capital Stock in TWHSL, in favor of the Domestic Collateral Agent, to secure the Obligations, (ii) a Spanish law Pledge of Shares, by TWH, as pledgor of 35% of the Capital Stock in TWHSL, in favor of the Foreign Collateral Agent, to secure the Foreign Obligations and (iii) a Spanish law Guaranty, by TWHSL, of the Foreign Obligations.

(c) Mortgage with Respect to the Albuquerque Project. Unless a Mortgage with respect to the real property comprising the Albuquerque Project has been provided to the Administrative Agent pursuant to the terms and conditions of Section 5.03(c) within 60 days of the Closing Date, the Domestic Borrowers shall deliver to the Administrative Agent a Mortgage, together with each of the items required by Section 5.01(g), with respect to such property, each in form and substance reasonably satisfactory to the Administrative Agent, within 75 days of the Closing Date.

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(d) Pledge of Intellectual Property by Foreign Credit Parties. Except as otherwise agreed by the Foreign Collateral Agent, within thirty (30) days of the Closing Date (or such later date as agreed by the Foreign Collateral Agent), Dan-Foam will, and will cause TD to, take commercially reasonable efforts to pledge and grant a security interest in any Intellectual Property owned by DF or TD registered in the United States or elsewhere and will provide corrective filings, and otherwise provide assistance, to reflect that any such Intellectual Property is pledged to secure the Foreign Obligations, in each case pursuant to such joinder agreements, security agreements or other agreements and such notices and filings, together with opinions of counsel and other deliveries as may be reasonably requested by the Foreign Collateral Agent, in each case in form and substance satisfactory to the Foreign Collateral Agent in its reasonable discretion.

(e) Pledge of Other Property by Foreign Credit Parties Except as otherwise agreed by the Foreign Collateral Agent, within thirty (30) days of the acquisition thereof in the case of material personal property and ninety (90) days of the acquisition (or such later date as agreed by the Foreign Collateral Agent) thereof in the case of material real property, Dan-Foam will, and will cause TD to, take commercially reasonable efforts to mortgage, pledge and grant a security interest in all such property located or registered in the United States or elsewhere (other than (i) Excluded Property and (ii) Capital Stock in Subsidiaries that is dealt with in Section 7.13), in each case pursuant to such mortgage instruments, pledge and security agreements, joinder agreements or other documents to secure the Foreign Obligations, together with opinions of counsel and any filings and deliveries as may be reasonably requested by the Foreign Collateral Agent in connection therewith, in each case in form and substance satisfactory to the Foreign Collateral Agent in its reasonable discretion.