Common use of Post-Closing Deliverables Clause in Contracts

Post-Closing Deliverables. (a) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, in form and substance reasonably satisfactory to the Administrative Agent: (i) a fully executed Landlord Consent and Waiver for that certain real property located at ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (ii) a fully executed Landlord Consent and Waiver for the Borrower’s chief executive office. (b) Not later than ninety (90) days after the Closing Date or such later date as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, in each case in form and substance reasonably satisfactory to the Administrative Agent (it being understood that such efforts shall not require the payment of any financial concession by the Borrower to the counterparty thereto): (i) a fully executed amendment to that certain License Agreement dated as of December 30, 2003 by and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of each of the foregoing License Agreements and all documentation entered into by the Borrower in connection therewith. (c) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, take the actions with respect to the IP Rights of the Borrower described in the Closing Date Side Letter. (d) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance) and loss payee (in the case of hazard insurance).

Post-Closing Deliverables. The Obligors shall deliver, or cause to be delivered, the following items to Agent, in each case in form and substance satisfactory to Agent and its counsel, and/or cause the following to occur, in each case on or before expiration of the respective specified time periods, in each case as extended in writing by Agent in the sole discretion of Agent: (a) Not No later than twenty (20) Business Days after the Closing Date (i) an amendment to the Intercreditor Agreement, executed and delivered by Agent and Term Loan Agent, (ii) an amendment to the Guarantee and Collateral Agreement, executed and delivered by Agent and the U.S. Obligors, and (iii) a copy of an amendment to the Guarantee and Collateral Agreement (as defined in the Term Loan Agreement), executed by the Term Loan Agent and the U.S. Obligors. (b) No later than twenty (20) Business Days after the Closing Date, a certificate of a duly authorized officer of Parent Borrower certifying that an attached copy of resolutions of the applicable governing body of Parent Borrower authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and, together with the resolutions delivered by the Parent Borrower pursuant to Section 6 of the Original Loan Agreement, constitute all resolutions adopted with respect to this credit facility. Upon receipt thereof, Agent may conclusively rely on such certificate until it is otherwise notified by the applicable Obligor in writing. (c) No later than twenty (20) Business Days after the Closing Date, an amendment to the Limited Liability Company Agreement of Horizon International Holdings LLC, a Delaware limited liability company, certified by a duly authorized officer thereof, to permit Agent and its assignees to exercise all voting, management, economic and other membership rights under such Limited Liability Company Agreement, as amended, in connection with the enforcement and/or transfer of its rights and/or interests in the Equity Interests in Horizon International Holdings LLC pledged to Agent, in each case to the extent such enforcement and/or transfer is permitted by the Loan Documents. (d) No later than twenty (20) Business Days after the Closing Date, evidence that all direct and indirect Subsidiaries of the Parent Borrower are insureds under the insurance policies set forth on Schedule 9.1.13. (e) No later than sixty (60) days Business Days after the Closing Date or (provided that if Obligors are unable to comply with this covenant within such later date time period after exercising commercially reasonable efforts, Obligors shall be automatically granted an additional sixty (60) Business Day period to comply with this covenant so long as may be approved by the Administrative Agent, use Obligors continue to exercise commercially reasonable efforts to delivercomplete the same), evidence, in form and substance reasonably satisfactory to Agent, that the Administrative Agent: (i) a fully executed Landlord Consent and Waiver for that certain real property located at Liens on the assets of Cequent Performance in favor of ▇▇▇▇▇▇ Financial Inc. have been released, together with, in each case unless Cequent Performance (in its reasonable business judgment) and Agent shall reasonably determine that such Trademark is in no way material to the conduct of Cequent Performance’s business, a release of the interest of ▇. ▇▇▇▇▇ ▇▇▇▇▇▇Financial Inc. in Trademarks “Hidden Hitch Logo — TMA582876”, ▇▇▇▇▇“Pyramid, Hitchball & Design — TMA317445” and “Hidden Hitch — TMA390183” of Cequent Performance and evidence that filings appropriate to evidence the release of such Liens have been properly filed with the Canadian Intellectual Property Office. (f) Not later than thirty (30) days following the Closing Date, in each case unless Cequent Performance or Cequent Consumer, as applicable and in its reasonable business judgment, and Agent shall reasonably determine that the applicable Patent or Trademark is in no way material to the conduct of Cequent Performance’s or Cequent Consumer’s business, as applicable, cause to be filed with the PTO an update to the Owner Name to reflect the proper Obligor (Cequent Consumer Products, Inc. or Cequent Performance Products, Inc.) as owner for each of the following Patents and Trademarks and provide evidence of filing of the same to Agent: (i) adjustable enclosure and mounting box for a trailer hitch electrical connector (Reg. # 6,076,691) (currently assigned to Mascotech, Inc.); (ii) trailer hitch with load adjustment (Reg. # 6,722,682) (current owner is Hidden Hitch International); and (iii) sealed multiple-contact electrical connector (Reg. # 6,338,644) (current owner is ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. D/B/A The ▇▇▇▇▇▇▇ and (ii) a fully executed Landlord Consent and Waiver for the Borrower’s chief executive officeCompany). (bg) Not later than ninety (90) days after Each Obligor will and will case each other Obligor to satisfy the Closing Date or such later date as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, post-closing conditions described in each case in form and substance reasonably satisfactory Schedule I to the Administrative Agent (it being understood that such efforts shall not require Fourth Amendment within the payment of any financial concession by the Borrower to the counterparty thereto): (i) a fully executed amendment to that certain License Agreement dated as of December 30, 2003 by and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of each of the foregoing License Agreements and all documentation entered into by the Borrower in connection therewithtimelines set forth therein. (c) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, take the actions with respect to the IP Rights of the Borrower described in the Closing Date Side Letter. (d) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance) and loss payee (in the case of hazard insurance).

Post-Closing Deliverables. The Obligors shall deliver, or cause to be delivered, the following items to Agent, in each case in form and substance satisfactory to Agent and its counsel, and/or cause the following to occur, in each case on or before expiration of the respective specified time periods, in each case as extended in writing by Agent in the sole discretion of Agent: (a) Not No later than twenty (20) Business Days after the Closing Date (i) an amendment to the Intercreditor Agreement, executed and delivered by Agent and Term Loan Agent, (ii) an amendment to the Guarantee and Collateral Agreement, executed and delivered by Agent and the U.S. Obligors, and (iii) a copy of an amendment to the Guarantee and Collateral Agreement (as defined in the Term Loan Agreement), executed by the Term Loan Agent and the U.S. Obligors. (b) No later than twenty (20) Business Days after the Closing Date, a certificate of a duly authorized officer of Parent Borrower certifying that an attached copy of resolutions of the applicable governing body of Parent Borrower authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and, together with the resolutions delivered by the Parent Borrower pursuant to Section 6 of the Original Loan Agreement, constitute all resolutions adopted with respect to this credit facility. Upon receipt thereof, Agent may conclusively rely on such certificate until it is otherwise notified by the applicable Obligor in writing. (c) No later than twenty (20) Business Days after the Closing Date, an amendment to the Limited Liability Company Agreement of Horizon International Holdings LLC, a Delaware limited liability company, certified by a duly authorized officer thereof, to permit Agent and its assignees to exercise all voting, management, economic and other membership rights under such Limited Liability Company Agreement, as amended, in connection with the enforcement and/or transfer of its rights and/or interests in the Equity Interests in Horizon International Holdings LLC pledged to Agent, in each case to the extent such enforcement and/or transfer is permitted by the Loan Documents. (d) No later than twenty (20) Business Days after the Closing Date, evidence that all direct and indirect Subsidiaries of the Parent Borrower are insureds under the insurance policies set forth on Schedule 9.1.13. (e) No later than sixty (60) days Business Days after the Closing Date or (provided that if Obligors are unable to comply with this covenant within such later date time period after exercising commercially reasonable efforts, Obligors shall be automatically granted an additional sixty (60) Business Day period to comply with this covenant so long as may be approved by the Administrative Agent, use Obligors continue to exercise commercially reasonable efforts to delivercomplete the same), evidence, in form and substance reasonably satisfactory to Agent, that the Administrative Agent: (i) a fully executed Landlord Consent and Waiver for that certain real property located at Liens on the assets of Cequent Performance in favor of ▇▇▇▇▇▇ Financial Inc. have been released, together with, in each case unless Cequent Performance (in its reasonable business judgment) and Agent shall reasonably determine that such Trademark is in no way material to the conduct of Cequent Performance’s business, a release of the interest of ▇. ▇▇▇▇▇ ▇▇▇▇▇▇Financial Inc. in Trademarks “Hidden Hitch Logo -- TMA582876”, ▇▇▇▇▇“Pyramid, Hitchball & Design -- TMA317445” and “Hidden Hitch -- TMA390183” of Cequent Performance and evidence that filings appropriate to evidence the release of such Liens have been properly filed with the Canadian Intellectual Property Office. (f) Not later than thirty (30) days following the Closing Date, in each case unless Cequent Performance or Cequent Consumer, as applicable and in its reasonable business judgment, and Agent shall reasonably determine that the applicable Patent or Trademark is in no way material to the conduct of Cequent Performance’s or Cequent Consumer’s business, as applicable, cause to be filed with the PTO an update to the Owner Name to reflect the proper Obligor (Cequent Consumer Products, Inc. or Cequent Performance Products, Inc.) as owner for each of the following Patents and Trademarks and provide evidence of filing of the same to Agent: (i) adjustable enclosure and mounting box for a trailer hitch electrical connector (Reg. # 6,076,691) (currently assigned to Mascotech, Inc.); (ii) trailer hitch with load adjustment (Reg. # 6,722,682) (current owner is Hidden Hitch International); and (iii) sealed multiple-contact electrical connector (Reg. # 6,338,644) (current owner is ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. D/B/A The ▇▇▇▇▇▇▇ and (ii) a fully executed Landlord Consent and Waiver for the Borrower’s chief executive officeCompany). (bg) Not later than ninety Each Obligor will and will casecause each other Obligor to satisfy the post-closing conditions described in Schedule I to the FourthSeventh Amendment within the timelines set forth therein. (90h) days after Within five (5) Business Days following the Closing Sixth Amendment Effective Date (or such later date as the Agent may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, consent in each case in form and substance reasonably satisfactory to the Administrative Agent (it being understood that such efforts shall not require the payment of any financial concession by the Borrower to the counterparty thereto): (i) a fully executed amendment to that certain License Agreement dated as of December 30, 2003 by and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agentwriting), (ii) Obligors shall furnish to Agent an executed officer’s certificate certifying and attaching a fully executed amendment to that certain License Agreement dated as comprehensive list of February 23, 2007 by deposit accounts and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies securities accounts of each Obligor substantially in the form of Schedule 3.03 of the foregoing License Agreements and all documentation entered into by the Borrower in connection therewith. (c) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, take the actions Perfection Certificate. Except with respect to the IP Rights extension of the Borrower described deadline from that set forth in the Post-Closing Date Side Letter. Agreement referred to below with respect to the deliverables required by clause (df) Not later than sixty (60) days after of this Section 10.1.15, this Section 10.1.15 does not amend or modify, or waive or release any obligation under, that certain Post-Closing Agreement, dated as of the Original Closing Date or Date, by and among the U.S. Borrowers, the Lenders party thereto, and Agent, as such later date as Post-Closing Agreement may be approved by the Administrative Agentamended, deliver restated, supplemented or otherwise modified from time to the Administrative Agent, time in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance) and loss payee (in the case of hazard insurance)accordance with its terms.

Post-Closing Deliverables. Notwithstanding anything to the contrary herein or in the other Loan Documents (a) Not later than sixty (60) days after it being understood that to the extent that the existence of any of the following post-closing obligations that is not overdue would otherwise cause any representation, warranty, covenant, default or event of default in this Agreement or any other Loan Document to be in breach, the Lenders hereby waive such breach for the period from the Closing Date until the first date on which such condition is required to be fulfilled (giving effect to any extensions thereof) pursuant to this Section 7.15), the Borrower shall deliver or cause to be delivered the following items to the Administrative Agent, or take or cause to be taken the following actions, in each case, no later than the dates set forth below (or such later date as may be approved agreed to by the Administrative AgentAgent in its sole discretion), use commercially reasonable efforts to deliver, and each deliverable shall be in form and substance reasonably satisfactory to the Administrative Agent: : (ia) a fully executed Landlord Consent and Waiver for that certain real property located at ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇Within 30 days after the Closing Date, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (ii) a fully executed Landlord Consent and Waiver for all endorsements to insurance policies required to be maintained pursuant to the Borrower’s chief executive office.Loan Documents in favor of the Administrative Agent required under the Loan Documents; (b) Not later than ninety (90) Within 45 days after the Closing Date Date, evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or such later date as may be approved by other similar accounts of the Administrative AgentBorrower and each Guarantor are Controlled Accounts (other than Excluded Accounts); (c) Within 45 days after the Closing Date, use commercially reasonable efforts to deliver, in each case landlord access agreements and bailee letters in form and substance reasonably satisfactory to the Administrative Agent (it being understood Lenders from each landlord to a Loan Party and each other Person, in each case, that such efforts shall not require the payment has possession of any financial concession by the Borrower to the counterparty thereto): (i) Collateral having a fully executed amendment to that certain License Agreement dated as value in excess of December 30, 2003 by and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of each of the foregoing License Agreements and all documentation entered into by the Borrower in connection therewith.$1,000,000; and (cd) Not later than sixty (60) Within 45 days after the Closing Date Date, UCC “fixture filing” financing statements suitable in form for naming the applicable Loan Party as a debtor and the Administrative Agent as the secured party, or such later date other similar instruments or documents to be filed under the UCC of all jurisdictions as may be approved by necessary or, in the opinion of the Required Lenders, desirable to perfect the security interests of the Administrative Agent, take the actions with respect to the IP Rights on behalf of the Borrower described Secured Parties, in the Closing Date Side LetterCollateral located at each of the Fixture Locations. (d) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance) and loss payee (in the case of hazard insurance).

Post-Closing Deliverables. (a) Not As promptly as practicable, and in any event no later than sixty (60) days after the Closing Date March 25, 2013, deliver all documents, agreements, opinions, instruments or such later date as may be approved by the Administrative Agentother deliverables set forth in Schedule 6.18 hereto, use commercially reasonable efforts to deliverin each case, in form and substance reasonably satisfactory to the Administrative Agent: Required Lenders; provided, that, to the extent FRE and its Subsidiaries cannot be joined (the “FRE Joinder”) to that certain (i) a fully executed Landlord Consent Intercompany Indebtedness Subordination Agreement, dated as of February 28, 2008, among the Company and Waiver for that certain real property located at ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ of its Subsidiaries and the Administrative Agent (as amended supplemented or otherwise modified from time to time) or (ii) a fully executed Landlord Consent Global Intercompany Note, dated as of February 19, 2009, among the Company and Waiver for the Borrower’s chief executive office. certain of its Subsidiaries (b) Not later than ninety (90) days after the Closing Date as amended supplemented or such later date as may be approved by the Administrative Agentotherwise modified from time to time), use commercially reasonable efforts to deliveror, in each case case, to any related amendment or other confirmation or reaffirmation thereof, by March 25, 2013, due to delays caused by having to comply with certain notice requirements relating to shareholder votes or independent director actions, the Company shall be permitted to request the Required Lenders’ approval (such approval not to be unreasonably withheld) to extend such deadline by an additional 30 days to effectuate the FRE Joinder (in form and substance reasonably satisfactory to the Administrative Agent (it being understood Required Lenders); provided, further, that, to the extent that the Company is unable to receive from the Bank of Korea such efforts shall not require necessary approvals relating to the payment execution of any financial concession the Loan Documents by Pulse Electronics Korea YH on or prior to March 25, 2013, due to delays caused solely by the Borrower Bank of Korea, the Company shall be permitted to request the counterparty thereto): Required Lenders’ approval (isuch approval not to be unreasonably withheld) a fully executed amendment to that certain License Agreement dated as of December 30extend such deadline by an additional 30 days to effectuate the delivery all documents, 2003 by and between the Borrower and The Dow Chemical Companyagreements, a Delaware corporationopinions, as amended instruments or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of each of the foregoing License Agreements and all documentation entered into by the Borrower in connection therewith. (c) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, take the actions deliverables with respect to the IP Rights of the Borrower described Pulse Electronics Korea YH set forth in the Closing Date Side Letter. Schedule 6.18 hereto (d) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Required Lenders); provided, further, that without limiting the effect of any applicable provision hereunder or under any other Loan Document (including, without limitation, Section 8.01 hereof), upon the failure to satisfy any of the obligations of this Section 6.18 within the specified time frames set forth herein (taking into account any extension granted by Required Lenders with respect to the FRE Joinders and Pulse Electronics Korea YH), the Borrowers will be required to immediately pay the Lenders a fee in an amount equal to $500,000, which amount is on deposit in one of the Company’s bank accounts maintained with Citibank, N.A. (which account is subject to a Blocked Account Control Agreement dated as of February 26, 2013, among the Administrative Agent, copies the Company and Citibank, N.A.), and which amount shall be distributed (as a fee, and not as any prepayment or repayment of insurance endorsements naming any portion of the Administrative Agent as additional insured (Loans) among the Lenders on a pro rata basis in the case accordance with such Lenders’ relative share of liability insurance) and loss payee (in the case of hazard insurance)all Loans outstanding hereunder.”

Post-Closing Deliverables. Borrowers hereby agree that they will deliver the items set forth below within the time periods set forth therein: (a) Not Promptly after the Agreement Date, and in any event not later than sixty the fourteenth (6014th) days after day following the Closing Date or such later date Agreement Date, deliver recertified surveys in favor of W▇▇▇▇ Fargo Bank, National Association, as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, in form and substance reasonably satisfactory to of the Administrative Agent: (i) a fully executed Landlord Consent and Waiver for that certain real property Borrowing Base Properties located at 9▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ and 2▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Franklin, TN. (b) Promptly after the Agreement Date, and in any event not later than the ninetieth (90th) day following the Agreement Date, deliver a current Phase II environmental assessment of the Property located at 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, Bloomington, IN, which report (1) has been prepared by an environmental engineering firm acceptable to the Administrative Agent and (2) complies with the requirements contained in the Administrative Agent’s guidelines adopted from time to time by the Administrative Agent to be used in its lending practice generally and any other environmental assessments or other reports relating to such Property, together with the completion of any remediation or cleanup recommended therein. In the event that Borrower fails to comply with this clause (b), (i) on or before the ninetieth (90th) day following the Agreement Date, the Borrowing Base Value allocated to such Borrowing Base Property shall be fifty percent (50%) of the Borrowing Base Value otherwise allocated such Borrowing Base Property from and after the ninety-first (91st) day following the Agreement Date until such time as Borrower complies with this clause (b), and (ii) on or before the one hundred and twentieth (120th) day following the Agreement Date, then Administrative Agent shall have the right to remove such Borrowing Base Property from the Borrowing Base. Borrower shall promptly repay any amounts required pursuant to Section 2.9(b)(ii) of this Agreement (A) within five (5) Business Days after the ninety-first (91st) day following the Agreement Date in the case of (i) above, and (B) within five (5) Business Days after Administrative Agent gives Borrower notice of its election to remove such Property from the Borrowing Base in the case of (ii) above. (c) Promptly after the Agreement Date, and in any event not later than the ninetieth (90th) day following the Agreement Date, deliver copies of tank and pipeline integrity testing (i.e. “tightness” testing) conducted in past 12 months, copies of UST registration, financial insurance, assurance and LUST Fund status (if any), and copies of all UST repair records with respect to the Borrowing Base Properties located at (1) 8▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, (2) 3▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ and (3) 1▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇, which information shall be in form and substance acceptable to the Administrative Agent. In the event that Borrower fails to comply with this clause (c), (i) on or before the ninetieth (90th) day following the Agreement Date, the Borrowing Base Value allocated to such Borrowing Base Properties shall be fifty percent (50%) of the Borrowing Base Value otherwise allocated such Borrowing Base Properties from and after the ninety-first (91st) day following the Agreement Date until such time as Borrower complies with this clause (c), and (ii) a fully executed Landlord Consent on or before the one hundred and Waiver for twentieth (120th) day following the Borrower’s chief executive office. Agreement Date, then Administrative Agent shall have the right to remove such Borrowing Base Properties from the Borrowing Base. Borrower shall promptly repay any amounts required pursuant to Section 2.9(b)(ii) of this Agreement (bA) Not later than ninety within five (905) days Business Days after the Closing ninety-first (91st) day following the Agreement Date or such later date as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, in each case in form and substance reasonably satisfactory to the Administrative Agent (it being understood that such efforts shall not require the payment of any financial concession by the Borrower to the counterparty thereto): (i) a fully executed amendment to that certain License Agreement dated as of December 30, 2003 by and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of each of the foregoing License Agreements and all documentation entered into by the Borrower in connection therewith. (c) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, take the actions with respect to the IP Rights of the Borrower described in the Closing Date Side Letter. (d) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance(i) above, and loss payee (B) within five (5) Business Days after Administrative Agent gives Borrower notice of its election to remove any such Property from the Borrowing Base in the case of hazard insurance)(ii) above.

Post-Closing Deliverables. (a) Not later than As promptly as practicable, and in any event within sixty (60) days after the Restructuring Closing Date Date, deliver all documents, agreements, opinions, instruments or such later date as may be approved by the Administrative Agentother deliverables set forth in Schedule 6.18 hereto, use commercially reasonable efforts to deliverin each case, in form and substance reasonably satisfactory to the Administrative Agent: Required Lenders; provided, that, to the extent FRE and its Subsidiaries cannot be joined (the “FRE Joinder”) to that certain (i) a fully executed Landlord Consent Intercompany Indebtedness Subordination Agreement, dated as of February 28, 2008, among the Company and Waiver for that certain real property located at ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ of its Subsidiaries and the Administrative Agent (as amended supplemented or otherwise modified from time to time) or (ii) a fully executed Landlord Consent Global Intercompany Note, dated as of February 19, 2009, among the Company and Waiver for the Borrower’s chief executive office. certain of its Subsidiaries (b) Not later than ninety (90) days after the Closing Date as amended supplemented or such later date as may be approved by the Administrative Agentotherwise modified from time to time), use commercially reasonable efforts to deliveror, in each case case, to any related amendment or other confirmation or reaffirmation thereof, within such sixty-day period, due to delays caused by having to comply with certain notice requirements relating to shareholder votes or independent director actions, the Company shall be permitted to request the Required Lenders’ approval (such approval not to be unreasonably withheld) to extend such sixty-day period by an additional 30 days to effectuate the FRE Joinder (in form and substance reasonably satisfactory to the Administrative Agent (it being understood Required Lenders); provided, further, that such efforts shall not require without limiting the payment effect of any financial concession by applicable provision hereunder or under any other Loan Document (including, without limitation, Section 8.01 hereof), upon the failure to satisfy any of the obligations of this Section 6.18 within the specified time frames set forth herein, the Borrower will be required to immediately pay the counterparty thereto): Lenders a fee in an amount equal to $500,000, which amount shall be distributed (i) as a fully executed amendment to that certain License Agreement dated fee, and not as any prepayment or repayment of December 30, 2003 by and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of each portion of the foregoing License Agreements and Loans) among the Lenders on a pro rata basis in accordance with such Lenders’ relative share of all documentation entered into by the Borrower in connection therewithLoans outstanding hereunder. (c) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, take the actions with respect to the IP Rights of the Borrower described in the Closing Date Side Letter. (d) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance) and loss payee (in the case of hazard insurance).”

Post-Closing Deliverables. The Obligors shall deliver, or cause to be delivered, the following items to Agent, in each case in form and substance satisfactory to Agent and its counsel, and/or cause the following to occur, in each case on or before expiration of the respective specified time periods, in each case as extended in writing by Agent in the sole discretion of Agent: (a) Not No later than twenty (20) Business Days after the Closing Date (i) an amendment to the Intercreditor Agreement, executed and delivered by Agent and Term Loan Agent, (ii) an amendment to the Guarantee and Collateral Agreement, executed and delivered by Agent and the U.S. Obligors, and (iii) a copy of an amendment to the Guarantee and Collateral Agreement (as defined in the Term Loan Agreement), executed by the Term Loan Agent and the U.S. Obligors. (b) No later than twenty (20) Business Days after the Closing Date, a certificate of a duly authorized officer of Parent Borrower certifying that an attached copy of resolutions of the applicable governing body of Parent Borrower authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and, together with the resolutions delivered by the Parent Borrower pursuant to Section 6 of the Original Loan Agreement, constitute all resolutions adopted with respect to this credit facility. Upon receipt thereof, Agent may conclusively rely on such certificate until it is otherwise notified by the applicable Obligor in writing. (c) No later than twenty (20) Business Days after the Closing Date, an amendment to the Limited Liability Company Agreement of Horizon International Holdings LLC, a Delaware limited liability company, certified by a duly authorized officer thereof, to permit Agent and its assignees to exercise all voting, management, economic and other membership rights under such Limited Liability Company Agreement, as amended, in connection with the enforcement and/or transfer of its rights and/or interests in the Equity Interests in Horizon International Holdings LLC pledged to Agent, in each case to the extent such enforcement and/or transfer is permitted by the Loan Documents. (d) No later than twenty (20) Business Days after the Closing Date, evidence that all direct and indirect Subsidiaries of the Parent Borrower are insureds under the insurance policies set forth on Schedule 9.1.13. (e) No later than sixty (60) days Business Days after the Closing Date or (provided that if Obligors are unable to comply with this covenant within such later date time period after exercising commercially reasonable efforts, Obligors shall be automatically granted an additional sixty (60) Business Day period to comply with this covenant so long as may be approved by the Administrative Agent, use Obligors continue to exercise commercially reasonable efforts to delivercomplete the same), evidence, in form and substance reasonably satisfactory to Agent, that the Administrative Agent: (i) a fully executed Landlord Consent and Waiver for that certain real property located at Liens on the assets of Cequent Performance in favor of ▇▇▇▇▇▇ Financial Inc. have been released, together with, in each case unless Cequent Performance (in its reasonable business judgment) and Agent shall reasonably determine that such Trademark is in no way material to the conduct of Cequent Performance’s business, a release of the interest of ▇. ▇▇▇▇▇ ▇▇▇▇▇▇Financial Inc. in Trademarks “Hidden Hitch Logo — TMA582876”, ▇▇▇▇▇“Pyramid, Hitchball & Design — TMA317445” and “Hidden Hitch — TMA390183” of Cequent Performance and evidence that filings appropriate to evidence the release of such Liens have been properly filed with the Canadian Intellectual Property Office. (f) Not later than thirty (30) days following the Closing Date, in each case unless Cequent Performance or Cequent Consumer, as applicable and in its reasonable business judgment, and Agent shall reasonably determine that the applicable Patent or Trademark is in no way material to the conduct of Cequent Performance’s or Cequent Consumer’s business, as applicable, cause to be filed with the PTO an update to the Owner Name to reflect the proper Obligor (Cequent Consumer Products, Inc. or Cequent Performance Products, Inc.) as owner for each of the following Patents and Trademarks and provide evidence of filing of the same to Agent: (i) adjustable enclosure and mounting box for a trailer hitch electrical connector (Reg. # 6,076,691) (currently assigned to Mascotech, Inc.); (ii) trailer hitch with load adjustment (Reg. # 6,722,682) (current owner is Hidden Hitch International); and (iii) sealed multiple-contact electrical connector (Reg. # 6,338,644) (current owner is ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. D/B/A The ▇▇▇▇▇▇▇ and (ii) a fully executed Landlord Consent and Waiver for the Borrower’s chief executive office. (b) Not later than ninety (90) days after the Closing Date or such later date as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, in each case in form and substance reasonably satisfactory to the Administrative Agent (it being understood that such efforts shall not require the payment of any financial concession by the Borrower to the counterparty thereto): (i) a fully executed amendment to that certain License Agreement dated as of December 30, 2003 by and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of each of the foregoing License Agreements and all documentation entered into by the Borrower in connection therewith. (c) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, take the actions . Except with respect to the IP Rights extension of the Borrower described deadline from that set forth in the Post-Closing Date Side Letter. Agreement referred to below with respect to the deliverables required by clause (df) Not later than sixty (60) days after of this Section 10.1.15, this Section 10.1.15 does not amend or modify, or waive or release any obligation under, that certain Post-Closing Agreement, dated as of the Original Closing Date or Date, by and among the U.S. Borrowers, the Lenders party thereto, and Agent, as such later date as Post-Closing Agreement may be approved by the Administrative Agentamended, deliver restated, supplemented or otherwise modified from time to the Administrative Agent, time in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance) and loss payee (in the case of hazard insurance)accordance with its terms.

Post-Closing Deliverables. Borrowers hereby agree that they will deliver the items set forth below within the time periods set forth therein: (a) Not Promptly after the Agreement Date, and in any event not later than sixty the fourteenth (6014th) days after day following the Closing Date or such later date Agreement Date, deliver recertified surveys in favor of ▇▇▇▇▇ Fargo Bank, National Association, as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, in form and substance reasonably satisfactory to of the Administrative Agent: (i) a fully executed Landlord Consent and Waiver for that certain real property Borrowing Base Properties located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Franklin, TN. (b) Promptly after the Agreement Date, and in any event not later than the ninetieth (90th) day following the Agreement Date, deliver a current Phase II environmental assessment of the Property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, Bloomington, IN, which report (1) has been prepared by an environmental engineering firm acceptable to the Administrative Agent and (2) complies with the requirements contained in the Administrative Agent’s guidelines adopted from time to time by the Administrative Agent to be used in its lending practice generally and any other environmental assessments or other reports relating to such Property, together with the completion of any remediation or cleanup recommended therein. In the event that Borrower fails to comply with this clause (b), (i) on or before the ninetieth (90th) day following the Agreement Date, the Borrowing Base Value allocated to such Borrowing Base Property shall be fifty percent (50%) of the Borrowing Base Value otherwise allocated such Borrowing Base Property from and after the ninety-first (91st) day following the Agreement Date until such time as Borrower complies with this clause (b), and (ii) on or before the one hundred and twentieth (120th) day following the Agreement Date, then Administrative Agent shall have the right to remove such Borrowing Base Property from the Borrowing Base. Borrower shall promptly repay any amounts required pursuant to Section 2.9(b)(ii) of this Agreement (A) within five (5) Business Days after the ninety-first (91st) day following the Agreement Date in the case of (i) above, and (B) within five (5) Business Days after Administrative Agent gives Borrower notice of its election to remove such Property from the Borrowing Base in the case of (ii) above. (c) Promptly after the Agreement Date, and in any event not later than the ninetieth (90th) day following the Agreement Date, deliver copies of tank and pipeline integrity testing (i.e. “tightness” testing) conducted in past 12 months, copies of UST registration, financial insurance, assurance and LUST Fund status (if any), and copies of all UST repair records with respect to the Borrowing Base Properties located at (1) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, (2) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ and (3) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇, which information shall be in form and substance acceptable to the Administrative Agent. In the event that Borrower fails to comply with this clause (c), (i) on or before the ninetieth (90th) day following the Agreement Date, the Borrowing Base Value allocated to such Borrowing Base Properties shall be fifty percent (50%) of the Borrowing Base Value otherwise allocated such Borrowing Base Properties from and after the ninety-first (91st) day following the Agreement Date until such time as Borrower complies with this clause (c), and (ii) a fully executed Landlord Consent on or before the one hundred and Waiver for twentieth (120th) day following the Borrower’s chief executive office. Agreement Date, then Administrative Agent shall have the right to remove such Borrowing Base Properties from the Borrowing Base. Borrower shall promptly repay any amounts required pursuant to Section 2.9(b)(ii) of this Agreement (bA) Not later than ninety within five (905) days Business Days after the Closing ninety-first (91st) day following the Agreement Date or such later date as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, in each case in form and substance reasonably satisfactory to the Administrative Agent (it being understood that such efforts shall not require the payment of any financial concession by the Borrower to the counterparty thereto): (i) a fully executed amendment to that certain License Agreement dated as of December 30, 2003 by and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of each of the foregoing License Agreements and all documentation entered into by the Borrower in connection therewith. (c) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, take the actions with respect to the IP Rights of the Borrower described in the Closing Date Side Letter. (d) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance(i) above, and loss payee (B) within five (5) Business Days after Administrative Agent gives Borrower notice of its election to remove any such Property from the Borrowing Base in the case of hazard insurance)(ii) above.

Post-Closing Deliverables. (ai) Not later than sixty (60) To the extent not delivered at closing pursuant to Section 3.01(a)(vi), if required to meet the Guaranty Coverage Test within 60 days after following the Closing Date Date, guaranties and Collateral Documents executed by the Foreign Subsidiaries as guarantors and Loan Parties, together with corresponding documents of the type set forth in Sections 3.01(a)(vi); (ii) Within 30 days following the Closing Date, real estate lien searches for owned property other than where the Mortgages are located; (iii) Within 60 days following the Closing Date, United States real estate mortgages, evidence of title insurance, to the extent required by the title insurer or such later date as may be approved by the Administrative Agent, use commercially reasonable efforts surveys, certificates and other documentation (including, without limitation, legal opinions reasonably requested by the Primary Collateral Agent) and related conditions; (iv) Within 60 days following the Closing Date, the Loan Parties shall furnish to deliverthe Administrative Agent agreements from the owners of the fee interests of the real property of the Loan Parties that is the subject of Industrial Development Board sale and leaseback transactions, in form and substance reasonably satisfactory to the Administrative Agent: Lead Arrangers, which agreements shall provide for the grant of Liens on such fee interests securing the Obligations under the Loan Documents; (v) Concurrently with the delivery of any guaranty or Collateral Document by any Loan Party required by clauses (i) a fully executed Landlord Consent or (iii) of this Section 5.01(v), such Loan Party shall furnish to the Administrative Agent resolutions, charter or other constitutive documents, certificates, legal opinions and Waiver for that certain real property located at ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (ii) a fully executed Landlord Consent and Waiver for the Borrower’s chief executive office. (b) Not later than ninety (90) days after the Closing Date or other documents with respect to such later date Loan Party as may be approved customary with respect to the applicable jurisdiction, as reasonably determined by the Administrative Agent, use commercially reasonable efforts to deliver, in each case in form and substance reasonably satisfactory ; and (vi) If not delivered or completed on or prior to the Administrative Agent (it being understood that such efforts shall not require the payment of any financial concession by the Borrower to the counterparty thereto): (i) a fully executed amendment to that certain License Agreement dated as of December 30Closing Date, 2003 by complete and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of deliver each of the foregoing License Agreements and all documentation entered into items set forth in the Post-Closing Letter executed by the Borrower Borrowers and dated the date hereof, within the time periods specified therein. provided that the time periods set forth in connection therewith. (cthis Section 5.01(v) Not later than sixty (60) days after the Closing Date or such later date as may be approved by extended upon the Administrative Agent, take the actions with respect to the IP Rights request of the Borrower described Borrowers, if the Borrowers are diligently pursuing the same, in the Closing Date Side Lettersole discretion of the Primary Collateral Agent; provided further that any documentation delivered pursuant to this Section 5.01(v) shall constitute a Loan Document hereunder and any such document creating or purporting to create a Lien in favor of the Primary Collateral Agent for the benefit of the Secured Parties shall constitute a Collateral Document hereunder. (d) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance) and loss payee (in the case of hazard insurance).