Common use of Pledged Assets Clause in Contracts

Pledged Assets. (a) Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) and 66% of the Capital Stock in each of its first tier Foreign Subsidiaries to be subject at all times to a perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall acquire a fee interest in any real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other personal property and required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, notify the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b). Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Closing Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent in accordance with the Call Exercise Agreement to ensure that the Administrative Agent has a first priority, perfected Lien to secure the Credit Party Obligations in the Capital Call.

Pledged Assets. (a) Cause Each US Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) and 6665% of the Capital Stock in each of its first tier Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a US Credit Party shall acquire a fee interest in any real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other personal property and required for perfection to be delivered to the Administrative Agent as US Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within five (5) Business Days) after any Responsible Officer of a US Credit Party acquires knowledge of same notify the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b)same. Each US Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the US Credit Parties located in the United States to the extent required by the Security Documents, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the US Credit Parties and (iii) all owned real property of the US Credit Parties acquired subsequent to the Closing Date, located in the United States and with a fair market value in excess of $2,000,000, subject in each case only to Permitted Liens. If any US Credit Party leases real property located in the United States or Canada subsequent to the Closing Date that is used for manufacturing or assembly and that is subject to a real property lease or similar rental agreement requiring rental payments for any single calendar year in excess of $750,000, the Administrative Agent may require such US Credit Party to use commercially reasonable efforts to obtain the necessary landlord consent which would allow such US Credit Party to execute a leasehold Mortgage Instrument with respect to its leasehold interest in such property for the benefit of the Administrative Agent and such US Credit Party shall use commercially reasonable efforts to take such other actions at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(e)) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in such leasehold interest. Each US Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) The Canadian Borrower will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in each of its Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Canadian Obligations pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (d) If, subsequent to the Closing Date, the Canadian Borrower or any Canadian Subsidiary shall acquire any real property or any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Canadian Collateral hereunder or under any of the Security Documents, the Canadian Borrower shall promptly (and in any event within five (5) Business Days) after any Responsible Officer of the Canadian Borrower acquires knowledge of same notify the Administrative Agent of same. The Canadian Borrower shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Canadian Obligations in (i) all personal property of the Canadian Borrower or such Subsidiary located in Canada to the extent required by the Security Documents, and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit PartiesCanadian Borrower or such Subsidiary, and (iii) all owned real property of the Canadian Borrower acquired subsequent to the Closing Date and with a fair market value of $2,000,000, subject in each case only to Permitted Liens. To If any of the extent Canadian Borrower or any Credit Party acquires of its Subsidiaries leases real property located in the United States having or Canada subsequent to the Closing Date that is used for manufacturing or assembly and that is subject to a fair market value real property lease or similar rental agreement requiring rental payments for any single calendar year in excess of $1,000,000 after the Closing Date750,000, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting may require the Canadian Borrower or such Subsidiary to use commercially reasonable efforts to obtain the necessary landlord consent which would allow the Canadian Borrower or such Subsidiary to execute a leasehold Mortgage Instrument with respect to its leasehold interest in such property for the benefit of the Administrative Agent and the Canadian Borrower or such Subsidiary shall use commercially reasonable efforts to take such other actions at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(e)) to ensure that the Administrative Agent has a first priority perfected Lien upon recording in the appropriate office to secure the Credit Party ObligationsCanadian Obligations in such leasehold interest. Each Credit Party The Canadian Borrower shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent in accordance with the Call Exercise Agreement to ensure that the Administrative Agent has a first priority, perfected Lien to secure the Credit Party Obligations in the Capital Call.

Pledged Assets. (a) Cause Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) that such Credit Party owns and 6665% of the voting Capital Stock in and 100% of the non-voting Capital Stock of each of its first first-tier Foreign Subsidiaries that such Credit Party owns to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) The Credit Parties have executed and delivered, or will execute and deliver, to the Administrative Agent Mortgage Instruments encumbering the real property of the Credit Parties set forth in Schedule 5.12(b). Subject to the limitation set forth in Section 5.12(c), real property acquired or leased by a Credit Party after the Closing Date shall be subject to the requirements set forth in this Section 5.12(b). If, subsequent to the Closing Date, a Credit Party shall acquire a fee interest in any owned real property with property, securities, instruments having a fair market value in excess of $1,000,000 or any securities, instruments500,000, chattel paper evidencing obligations in excess of $500,000, or other personal property and having a fair market value in excess of $500,000 required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or if any owned real property which has previously been subject to a mortgage or deed of trust in favor of a third party shall cease to be subject to such encumbrance, the Borrower shall promptly (and in any event within three (3) Business Days) after such acquisition or release of encumbrance notify the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b)same. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as may be necessary or otherwise reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Secured Obligations in (i) all personal property Collateral of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property (other than items of Collateral that are excluded from the Security Documents) or, subject to the terms of Section 5.12(c), owned real property of the Credit PartiesParties (and certain leasehold property interests if an Event of Default has occurred and is continuing to the extent deemed necessary by the Administrative Agent), subject in each case only to Permitted Liens. To Subject to the extent terms of Section 5.12(c), with respect to any real property leased by a Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after subsequent to the Closing Date, to the extent requested by the Administrative Agent, such Credit Party shall use its commercially reasonable efforts to deliver to the Administrative Agent a landlord waiver in form and substance reasonably satisfactory to the Administrative Agent. With respect to any owned or leased real property of a Credit Party required to be mortgaged to the Administrative Agent pursuant to this Section 5.12, such Credit Party shall deliver a Mortgage Instrument the following documentation, which in each case shall be in form and substance reasonably satisfactory to the Administrative Agent: (A) a fully executed and notarized Mortgage Instrument encumbering (1) the fee interest in such real property or (2) if an Event of Default has occurred and is continuing, the leasehold interest in such property to the extent deemed necessary by the Administrative Agent; (B) a title report in respect of such real property; (C) a Mortgage Policy in an amount reasonably satisfactory to the Administrative Agent, which Mortgage Policy shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request; (D) evidence as to (1) whether such real property is a Flood Hazard Property and (2) if such real property is a Flood Hazard Property, (x) whether the community in which such real property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such real property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent granting and naming the Administrative Agent as loss payee on behalf of the Lenders; (E) map or plat of an as-built survey (or, to the extent approved by the Administrative Agent, a perfected Lien upon recording boundary survey) of the site of the real property certified to the Administrative Agent and the Title Insurance Company issuing the applicable Mortgage Policy in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to each of the Administrative Agent and such Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to each of the Administrative Agent and such Title Insurance Company, which map or plat and the survey on which they are based shall be sufficient to delete any standard printed survey exception contained in the appropriate office applicable Mortgage Policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such map, plat or survey the following: (1) the location on such site of all the buildings, structures and other improvements and the established building setback lines; (2) the lines of streets abutting the site and width thereof; (3) all access and other easements appurtenant to secure the site necessary to use the site; (4) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the site or otherwise known to the surveyor; (5) any encroachments on any adjoining property by the building structures and improvements on the site; and (6) if the site is described as being on a filed map, a legend relating the survey to such map; (F) an environmental review of such real property, including but not limited to Phase I environmental assessments, together with a reliance letter in favor of the Lenders; (G) an opinion of counsel to the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere Parties for the jurisdiction in which such real property located; and (H) to the covenants regarding extent readily available, a zoning letter from the location of personal municipality or other Governmental Authority for the jurisdiction in which the real property as set forth in the Security Documentsis located. (c) Each Credit Party shallNotwithstanding the foregoing terms of Section 5.12(b), and (i) any document required to be delivered to the Administrative Agent pursuant to this Section 5.12 that is not delivered on or prior to the Closing Date, shall cause each be delivered to the Administrative Agent within sixty (60) days of its Restricted Subsidiaries to, take the Closing Date (or such action at its own expense extended period of time as reasonably requested agreed to by the Administrative Agent in accordance with Agent) and (ii) so long as the Call Exercise Agreement Leverage Ratio is less than or equal to ensure that 2.00 to 1.00 as of the Administrative Agent has a first prioritylast fiscal quarter end for which the Leverage Ratio is reported pursuant to Section 5.1(c), perfected Lien to secure then the Credit Parties shall not be required to obtain or deliver a Mortgage Instrument, Mortgage Policy, landlord waiver or other instrument or documentation referenced in Section 5.12(b) with respect to any real property leased or acquired by any Credit Party Obligations after the Closing Date; provided that to the extent any real property is leased or acquired by a Credit Party after the Closing Date with proceeds from a Recovery Event involving a Mortgaged Property, the Credit Parties shall deliver such documentation referenced in the Capital CallSection 5.12(b) with respect to such real property.

Pledged Assets. (a) Cause Each Credit Party will cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries and 65% (other than Unrestricted Subsidiariesor such higher percentage that would not result in material adverse tax consequences for such Credit party) of the voting Capital Stock and 66100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries, in each of its first tier Foreign Subsidiaries case to the extent owned by such Credit Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent Subject to the Closing Dateterms of subsections (c) and (d) below, a each Credit Party shall acquire a fee interest in any will cause its real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other and tangible and intangible personal property and required for perfection to be delivered subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent as Collateral hereunder or under any pursuant to the terms and conditions of the Security Documents, notify Documents or such other security documents as the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b)shall reasonably request. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Closing Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each To the extent otherwise permitted hereunder, if any Credit Party shallproposes to acquire a fee ownership interest in any real property (“Real Estate”) after the Closing Date and (i) such Real Estate has a fair market value in excess of $1,000,000 or (ii) such Credit Party proposes using the proceeds of the Loans to finance such acquisition, it shall first provide to the Administrative Agent a mortgage or deed of trust granting the Administrative Agent a first priority Lien on such Real Estate, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and shall cause each of its Restricted Subsidiaries tosuch other documents, take such action at its own expense as instruments or agreements reasonably requested by the Administrative Agent Agent, in accordance each case, in form and substance reasonably satisfactory to Administrative Agent. (d) Each Credit Party shall use its best efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral with a fair market value in excess of $500,000 is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the Call Exercise Agreement landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to ensure that Administrative Agent. No real property or warehouse space shall be leased by any Credit Party and no inventory shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of the Administrative Agent has or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first priority, perfected Lien have been obtained with respect to secure the such location. Each Credit Party Obligations in the Capital Callshall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Pledged Assets. (a) Cause Each Credit Party will cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiariesan Immaterial Subsidiary or a Transitional Subsidiary) (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 66% (to the extent the pledge of a greater percentage would be unlawful or would cause any adverse tax consequences to the Borrower or any Guarantor) of the Voting Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries, in each of its first tier Foreign Subsidiaries case to the extent owned by such Credit Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to Each Credit Party will cause its owned (but not leased) real property acquired after the Closing Date, a Credit Party shall acquire a fee interest in any real property Date with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other and all tangible and intangible personal property now owned or hereafter acquired (including all owned Vessels and, to the extent possible using commercially reasonable efforts, all chartered, subchartered and required for perfection leased Vessels with a fair market value in excess of $10,000,000) to be delivered subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent as Collateral hereunder or under any pursuant to the terms and conditions of the Security Documents, notify Documents or such other security documents as the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b)shall reasonably request. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Closing Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each Except to the extent the applicable Credit Party shallor Subsidiary is contesting its obligations in good faith or to the extent that failure to perform such obligation could not reasonably be expected to have a Material Adverse Effect, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent in accordance with the Call Exercise Agreement to ensure that the Administrative Agent has a first priority, perfected Lien to secure the Credit Party Obligations in the Capital Callshall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Pledged Assets. (a) Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) and 66% of the Capital Stock in each of its first tier Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Effective Date, a Credit Party shall acquire a fee interest in any real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other personal property and required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, notify the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b). Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Closing Effective Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent in accordance with the Call Exercise Agreement to ensure that the Administrative Agent has a first priority, perfected Lien to secure the Credit Party Obligations in the Capital Call.

Pledged Assets. (a) Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) and 66% of the Capital Stock in each of its first tier Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall acquire a fee interest in any real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other personal property and required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, notify the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b). Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Closing Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent in accordance with the Call Exercise Agreement to ensure that the Administrative Agent has a first priority, perfected Lien to secure the Credit Party Obligations in the Capital Call.

Pledged Assets. (a) Cause Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in the Borrower and each other direct or indirect Domestic Subsidiaries of the Company and 65% of the Capital Stock in each of its direct or indirect Domestic the Foreign Subsidiaries (other than Unrestricted Subsidiaries) and 66% of the Capital Stock in each of Company and its first tier Foreign Domestic Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall (a) acquire a fee interest in any real property with a fair market value in excess of $1,000,000 or any Material Intellectual Property, securities, instruments, chattel paper or other personal property and required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b)same. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Closing Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each Credit Party shallThe Borrower shall use reasonable commercial efforts to deliver or cause to be delivered to the Agent satisfactory estoppel letters, consents and/or waivers from the landlords and shall cause other property owners with respect to each of its Restricted Subsidiaries toleased locations, take such action at its own expense as reasonably requested warehouse or processing locations within 45 days following the Closing Date and within 45 days following the acquisition or leasing of additional locations by the Administrative Borrower or any of its Subsidiaries. (d) The Borrower shall deliver or cause to be delivered to the Agent within 60 days following the Closing Date satisfactory evidence that the security interests of the Agent in accordance with the Call Exercise Agreement stock of Dimmit Industries and in any other property of the Credit Parties located in, or otherwise subject to ensure the laws of, Mexico have been perfected under the laws of Mexico. (e) The Borrower shall deliver or cause to be delivered to the Agent within 45 days following the Closing Date satisfactory evidence that the Administrative Agent has a first prioritysecurity interest of CIT Group/Business Credit, perfected Lien to secure the Credit Party Obligations Inc. in the Capital CallGaley & Lord trademark on file in the U.S. Patent and Trademark Office has been terminated and released.

Pledged Assets. (a) Cause Each Credit Party will cause 100% of the Capital Stock Equity Interest in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiariesthe Excluded Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 6665% (to the extent the pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to the Borrower or any Guarantor) of the voting Equity Interest and 100% of the Capital Stock non-voting Equity Interest of its first-tier Foreign Subsidiaries, in each of its first tier Foreign Subsidiaries case to the extent owned by such Credit Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request; provided, however, that the Borrower's Equity Interest in ROC shall not be subject to a first priority, perfected Lien in favor of the Administrative Agent until the Pledge Approval has been obtained. (b) If, subsequent Subject to the Closing Dateterms of subsection (c) below, a each Credit Party shall acquire a fee interest in any will cause its real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other acquired after the Closing Date and all tangible and intangible personal property and required for perfection now owned or hereafter acquired to be delivered subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent as Collateral hereunder or under any pursuant to the terms and conditions of the Security Documents, notify Documents or such other security documents as the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b)shall reasonably request. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Closing Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each To the extent otherwise permitted hereunder, if any Credit Party shallintends to acquire a fee ownership interest in any real property ("Real Estate") after the Closing Date and such Real Estate has a fair market value in excess of $2,000,000, and it shall cause each of its Restricted Subsidiaries to, take such action at its own expense as reasonably requested by provide to the Administrative Agent in accordance with the Call Exercise Agreement to ensure that promptly (i) such security documentation as the Administrative Agent has may request to cause such Real Estate to be subject at all times to a first priority, perfected Lien (subject in each case to secure Permitted Liens) in favor of the Administrative Agent and (ii) such other documentation as the Administrative agent may reasonably request in connection with the foregoing, including, without limitation, title, insurance policies, surveys, environmental reports and opinions of counsel, all in form and substance reasonably satisfactory to the Administrative Agent. (d) Each Credit Party Obligations in the Capital Callshall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Pledged Assets. (a) Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) and 66% of the Capital Stock in each of its first tier Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent or the Required Lenders shall reasonably request. (b) If, subsequent to the Closing Effective Date, a Credit Party shall acquire a fee interest in any real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other personal property and required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, notify the Administrative Agent of same concurrently with the delivery of the next financial statement referred to in Section 5.1(b). Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent or the Required Lenders (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Closing Effective Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent in accordance with the Call Exercise Agreement to ensure that the Administrative Agent has a first priority, perfected Lien to secure the Credit Party Obligations in the Capital Call.