Common use of Landlords' Agreements, Mortgagee Agreements and Bailee Letters Clause in Contracts

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower shall use good faith reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse space, if the Agent has not received a landlord or mortgagee agreement or bailee letter, as applicable, then commencing ninety (90) days after the Effective Date, the Borrower’s Eligible Inventory at that location may, in the Agent’s discretion, be subject to such Reserves as may be established by the Agent in its reasonable business judgment. The Borrower shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property located in Florida, Virginia, Pennsylvania, New Jersey and Washington state (collectively, the "Landlord Waiver States") or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite LendersAgents. With respect to such locations or warehouse spacespace leased in the Landlord Waiver States or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s Agents' discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent Agents in its their reasonable business credit judgment. The Borrower After the Closing Date, if any Inventory is shipped to real property or warehouse space leased or acquired by any Credit Party in the Landlord Waiver States, or to a processor, consolidator or converter under arrangements established after the Closing Date, Agents may exclude from the Borrowing Base of Eligible Inventory such Inventory at that location unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location or Agents shall have established Reserves acceptable to Agents. Each Credit Party shall timely and fully pay and perform (within any applicable grace periods provided such non-performance does not provide the applicable landlord with any right of eviction or termination) 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. For purposes of this Section 5.9, a landlord waiver in substantially the form annexed hereto as Exhibit 5.9(a) shall be deemed satisfactory to Agents, provided that in the event Borrower is unable to obtain a landlord waiver in such form after using good faith and reasonable efforts, a landlord waiver in substantially the form annexed hereto as Exhibit 5.9(b) shall be deemed satisfactory to Agents.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party (other than, prior to the Refinancing Date, M&M) shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Effective Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Effective Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Effective Date, no real property or warehouse space shall be leased or acquired by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable commercial efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter within thirty (30) days following the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor, converter or consignee under arrangements established after the Closing Date without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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. If any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust, environmental audits, mortgage title insurance commitment, survey, and if required by Agent supplemental casualty insurance and flood insurance all in form and substance, satisfactory to Agent. Attached as Disclosure Schedule ------------------- (5.10) is a list of all of Borrower's and its domestic and Canadian ------ Subsidiaries' leased locations as to which landlord waivers have been obtained and Reserves imposed as to leased locations for which all waivers have not been obtained as of the Closing Date.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), and such landlord, mortgagee or bailee has a contractual or statutory Lien, then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired 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 Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent if such landlord, warehouseman, processor or converter has a contractual or statutory Lien) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location if such landlord, warehouseman, processor or converter has a contractual or statutory Lien. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired 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 Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform in all material respects 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.. In addition, concurrent with the acquisition of any fee interest in any real property, the applicable Credit Party shall duly execute and deliver, or cause to be duly executed and delivered, to Agent a Mortgage with respect to such real property together with (a) a title insurance policy, current as-built survey, zoning letters and certificates of occupancy, in each case satisfactory in form and substance to

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter warehouse facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the any Borrower’s 's or Specified Borrower's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Aggregate Borrowing Base or the relevant Specified Aggregate Borrowing Base, as the case may be, or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired by any Credit Party without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Aggregate Borrowing Base or the relevant Specified Aggregate Borrowing Base, as the case may be, of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Except as set forth on Disclosure Schedule (5.9), Borrower shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or bailee with respect to any warehouse, or other location (other than a processor or converter facility or other location facility) where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment, it being understood and agreed that the failure alone to obtain any such landlord or mortgagee agreement or bailee letter shall not be deemed a Default or Event of Default. The After the Closing Date, no real property or warehouse space shall be leased by Borrower under arrangements established after the Closing Date without the prior written consent of Agent (which consent, in Agent's reasonable discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Borrower shall 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. If Borrower proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust, environmental audits, mortgage title insurance commitment, survey, and if required by Agent, supplemental casualty insurance and flood insurance, all in form and substance satisfactory to Agent.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable its best efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall be satisfactory in form and substance to Lender. With respect to such locations or warehouse space leased or owned as of the Closing Date, if Lender has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date, or if the landlord or mortgagee agreement or bailee letter does not contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise Borrower's Eligible Inventory at that location shall, in Lender's discretion, be satisfactory in form and substance excluded from the Borrowing Base or be subject to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred such Reserves as may be established by Agent or any Lender in connection with its reasonable credit judgment. After the negotiationClosing Date, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement no real property or bailee letter relating to any such property that is warehouse space shall be leased or owned, acquired by any Credit Party and no Inventory shall be shipped to a processor or any other location where Collateral is located, on and as of converter under arrangements established after the Effective Closing Date, unless and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse space, if the Agent has not received until a landlord or mortgagee agreement or bailee letter, as applicableappropriate, then commencing ninety (90) days after the Effective Date, the Borrower’s Eligible shall first have been obtained with respect to such location; provided that Borrower may hold Inventory at that location may, with a book value not to exceed $100,000 in the Agent’s discretion, be aggregate at newly established locations with Lender's prior approval and subject to a Reserve established at Lender's discretion. All such Reserves as may landlord or mortgagee agreements and bailee letters shall be established by the Agent in its reasonable business judgmentform and substance satisfactory to Lender. The Borrower Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral having an aggregate book value in excess of $100,000 is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date, if the Agent has not received a landlord or mortgagee agreement or bailee letter, letter as applicable, then commencing ninety (90) days after of the Effective Closing Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space that is not set forth in Disclosure Schedule (3.2) shall be leased, acquired or used by any Credit Party and no Inventory of any Credit Party shall be shipped to a processor or converter under arrangements established after the Closing Date, in each case without the prior written consent of Agent (which consent will not be unreasonably withheld, but, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location; provided, that no such agreement or letter shall be necessary if the aggregate book value at such location is less than $100,000. Each Credit Party shall 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 assets having an aggregate book value in excess of $100,000 are or may be located.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable its best efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date and until such time as such agreement or waiver shall be later delivered, as applicable, then commencing ninety (90) days after the Effective Date, the Borrower’s 's or Tessco's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The After the Closing Date, no real property or warehouse space shall be leased or acquired by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location; provided that Borrower may hold Inventory at newly established locations without such agreements or letters with Agent's prior approval and subject to such Reserves as are established at Agent's discretion. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall, and shall use good faith reasonable efforts to cause each of its Subsidiaries to, obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral (including any books and records) is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory and Eligible Raw Materials at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired by any Credit Party or any of its Subsidiaries and no Inventory or Raw Materials shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of Agent (which consent shall not be unreasonably withheld, but, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory or Eligible Raw Materials at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall, and shall cause each of its Subsidiaries to, 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any . Each such landlord’s agreement, mortgagee 's agreement shall be substantially in the form of Exhibit F attached hereto and made a part hereof or bailee letter relating in such other form as may be in form and substance reasonably acceptable to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite LendersAdministrative Agent. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Administrative Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Administrative Agent’s 's or Revolver Agent's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Administrative Agent or Revolver Agent in its their reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired 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 Administrative Agent (which consent, in Administrative Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Administrative Agent or Revolver Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform in all material respects 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each US Credit Party and Designated European Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent; providedAdministrative Agent (and, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating respect to any such property that is leased or ownedDesignated European Credit Party, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite LendersEuropean Loan Agent). With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Administrative Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicable, then commencing ninety (90) days after of the Effective Datedate such location is acquired or leased), the Borrower’s Eligible Inventory at that location mayshall, in the Administrative Agent’s 's discretion, be subject to such Reserves as may be established by the Administrative Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased by any US Credit Party or Designated European 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 Administrative Agent (which consent, shall not be unreasonably withheld, but which consent, in Administrative Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Administrative Agent) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and perform its their obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The (1) Borrower shall use good faith reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s Eligible Inventory and Eligible WIP Inventory at that location mayshall, in the Agent’s discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment; provided that, the Borrowing Base shall be subject to a Reserve on account thereof equal to the aggregate amount of three (3) months’ rent and any other applicable charges for such location. The After the Closing Date, no real property or warehouse space shall be leased or acquired by Borrower and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of Agent (which consent, in Agent’s discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory and Eligible WIP Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Borrower shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower shall use good faith reasonable commercially best efforts (excluding the obligation to litigate or to pay additional consideration) to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, (a "Lien Waiver"), as applicable, from the lessor from, landlord of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement if under applicable law, the Lien to be subordinated or letter waived by such landlord or mortgagee, as applicable, would otherwise have priority over the Liens granted to the Lenders under this Credit Agreement (a "Required Borrower Lien Waiver"). Heartland shall use commercially best efforts (excluding the obligation to litigate or to pay additional consideration) to obtain a Lien Waiver from the landlords of the ten (10) leased warehouse, processor or converter facilities containing the highest dollar value of Collateral held by Heartland as of the date of this Credit Agreement, if under applicable law, the Lien to be subordinated or waived by such landlord would otherwise have priority over the Liens granted to the Lenders under this Credit Agreement (a "Required Heartland Lien Waiver"). Each Lien Waiver shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Administrative Agent has not received a landlord Required Borrower Lien Waiver or mortgagee agreement or bailee letterRequired Heartland Lien Waiver as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), an amount equal to 300% of the then commencing ninety current monthly rental for such leased location (90or 300% of the then current monthly mortgage payment, with respect to owned locations) days after the Effective Date, the Borrower’s Eligible Inventory at that location mayshall, in the Administrative Agent’s 's sole discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Administrative Agent in its reasonable business credit judgment. The After the Closing Date, Heartland shall use commercially best efforts (excluding the obligation to litigate or to pay additional consideration) to deliver Lien Waivers with respect to any new leased facilities if the dollar value of the Collateral located on such facility would exceed the dollar value of the Collateral located on the tenth (10th) most valuable (by dollar value of Collateral) leased site for which Heartland must deliver a Required Heartland Lien Waiver, and where the failure to deliver such Lien Waiver would result in the landlord of such leased site having a Lien superior to that granted the Lenders under this Credit Agreement. After the Closing Date, no real property or warehouse space shall be leased or acquired by Borrower and no Inventory shall be shipped to a processor or converter under arrangements established by Borrower after the Closing Date without the prior written consent of Administrative Agent (which consent, in Administrative Agent's sole discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Administrative Agent) or, unless and until a satisfactory Lien Waiver shall first have been obtained with respect 42 50 to such location, provided, however, that no such Lien Waiver will be required unless the failure to deliver such Lien Waiver would result in the landlord of such leased site having a Lien superior to that granted the Lenders under this Credit Agreement. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the AgentLender; provided, howeverthat with respect to each such location other -------- than 0000 Xxxxxxx Xxxxxx, that Emeryville, California, and 0000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx, the Borrower requirements set forth in this sentence shall have no obligation be deemed satisfied by Borrower's best efforts to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any obtain such a landlord’s 's agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lendersletter. With respect to such locations or warehouse spacespace leased or acquired after the Closing Date, if the Agent Lender has not received a landlord or mortgagee agreement or bailee letterletter as of the date such location is acquired or leased, as applicable, then commencing ninety (90) days after the Effective Date, the Borrower’s Eligible Inventory at that location may, in the Agent’s discretion, be subject to Lender shall impose such Reserves as may be established by the Agent Lender in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired by any Credit Party and no Inventory of any Credit Party shall be shipped to a processor or converter under arrangements established after the Closing Date, without the prior written consent of Lender (which consent shall not be unreasonably withheld and, in Lender's discretion, may be conditioned upon the establishment of Reserves acceptable to Lender) or unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower shall use good faith reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Effective Date, if the Agent has not received a landlord or mortgagee agreement or bailee letter, letter as applicable, then commencing ninety (90) days after of the Effective Date, the Borrower’s Eligible Inventory at that location may, in the Agent’s discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business judgment. The Borrower shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lendersacting reasonably. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Datein form and substance satisfactory to Agent, the acting reasonably, either Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired 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 Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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. For the purposes of determining the eligibility of Inventory under Section 1.7, establishing and modifying Reserves and evaluating whether a landlord agreement, bailee letter or mortgagee agreement is in form and substance satisfactory to Agent, acting reasonably, landlord agreements delivered on or before the Closing Date from Alexis Nihon (Banlieue) Inc. and Investors Group Trust Co. Ltd., 000000 Xxxxxx Inc., ZMD Sports Investments Inc. and Xxxx Corners Associates shall not be considered, in form and substance, satisfactory to Agent, acting reasonably.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Each Borrower shall use good faith commercially reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Administrative Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Administrative Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Administrative Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Administrative Agent in its reasonable business credit judgment. The After the Closing Date, no real property or warehouse space shall be leased or acquired by any Borrower 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 (which consent, in the Administrative Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to the Administrative Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Borrower shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith commercially reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned by any Borrower, if the Agent has not received a the applicable landlord or agreement, mortgagee agreement or agreements and/or bailee letter, as applicable, then commencing ninety (90) days after the Effective Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in Revolving Credit Agent's discretion, be excluded from the Aggregate Borrowing Base or be subject to such Reserves as may be established by Revolving Credit Agent in its discretion. Furthermore, after the Closing Date, if any Inventory shall be shipped to any location for which the Agent has not received the appropriate landlord agreement, mortgagee agreement and/or bailee letter, as applicable, any Borrower's Eligible Inventory at such location shall, in the Revolving Credit Agent’s 's discretion, be excluded from the Aggregate Borrowing Base or be subject to such Reserves as may be established by the Revolving Credit Agent in its reasonable business judgmentdiscretion) unless and until a satisfactory landlord agreement, mortgagee agreement an/or bailee letter, as appropriate, shall have been obtained and delivered with respect to such location. The Borrower Borrowers will not relocate any Equipment, or maintain any equipment at any new location for which the Borrowers have not obtained a landlord's agreement, mortgagee's agreement or bailee's letter. Each Credit Party shall timely and fully pay its obligations and perform in all material respects its other obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of January 1, 2001 and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter for such location, as applicable, then commencing ninety (90) days after the Effective Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, 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 Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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. If any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust, environmental audits, mortgage title insurance commitment, survey, and if required by Agent, supplemental casualty insurance, all in form and substance reasonably satisfactory to Agent."

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable its best efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased, owned or used as of the Closing Date, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is leased, then commencing ninety (90) days after the Effective Dateacquired or used), the any Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space that is not set forth in DISCLOSURE SCHEDULE (3.2) shall be leased, acquired or used by any Credit Party and no Inventory of any Credit Party shall be shipped to a processor or converter under arrangements established after the Closing Date, in each case without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite LendersLender. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent Lender has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s Lender's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent Lender in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired 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 Lender (which consent, in Lender's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Lender) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired 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 Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable its best efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which letter or agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, location and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a satisfactory landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location; provided that Borrowers may hold Inventory with a book value not to exceed $300,000 in the aggregate at newly established locations with Agent's prior approval and subject to a Reserve established at Agent's discretion. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent; provided, however, Agent (provided that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating respect to any such property that is leased or owned, or any other location where Collateral is located, on and as outside of the Effective DateUnited States of America, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations foregoing shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant only be required to the instructions, of the Requisite Lendersextent requested by Agent). With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90i) days after the Effective Date, the Borrower’s Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be subject to such Reserves as imposed by Agent and (ii) Borrower Representative shall be required to give Agent prompt notice of any default by any Credit Party under the lease, warehouse agreement, processor or converter agreement or any other agreement pertaining to such location. After the Closing Date, no real property or warehouse space shall be leased by any Credit Party or its Subsidiary and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of Agent (which consent, in Agent's discretion, may be established conditioned upon the exclusion from the US Borrowing Base or the European Borrowing Base, as applicable, of Eligible Inventory at that location or the establishment of Reserves imposed by Agent) unless (i) the Agent in aggregate fair market and book value of assets of the Credit Parties at any time Annex A Page 36 maintained at (x) any one such leased location or with any one such processor or converter does not exceed the Dollar Equivalent of US$100,000 or (y) all such leased locations and with all such processors and converters does not exceed the Dollar Equivalent of US$500,000 or (ii) a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location (provided that with respect to any location outside of the United States of America, the foregoing shall only be required to the extent reasonably requested by Agent). Each Credit Party shall and shall cause its reasonable business judgment. The Borrower shall Subsidiaries to timely and fully pay and perform its their obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is locatedlisted on Disclosure Schedule (5.9) or ------------------------- leased or acquired by the Credit Party after the date hereof, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations each location or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired by any Credit Party or any of its Subsidiaries and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall, and shall cause each of its Subsidiaries to, 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable commercial efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter within thirty (30) days following the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor, converter or consignee under arrangements established after the Closing Date without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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. If any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Agent a mortgage or deed of trust, environmental audits, mortgage title insurance commitment, survey, and if required by Agent supplemental casualty insurance and flood insurance all in form and substance, satisfactory to Agent.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Unless a location is the subject of the Intercreditor Agreement (in which case no landlord or mortgagee waiver will be required hereunder) or unless Agent shall otherwise agree in writing, each Credit Party shall use good faith its commercially reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, unless such location is subject to the Intercreditor Agreement, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the any Borrower’s Eligible Inventory at that location mayshall, in the Agent’s discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, unless such location is the subject of the Intercreditor Agreement, 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 at which Collateral in excess of $2,000,000 will be located without the prior written consent of Agent (which consent, in Agent’s discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations in all material respects under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. For purposes of clarity, if the Intercreditor Agreement is no longer in full force and effect (whether as a result of the satisfaction of the Noteholder Debt or otherwise), all of the requirements under this Section 5.9 shall thereafter apply to all locations previously subject to the Intercreditor Agreement.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each -------------------------------------------------------------- Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is locatedlisted on Disclosure Schedule (5.9) or leased or acquired by ------------------------- the Credit Party after the date hereof, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation . With respect to reimburse Agent and Lenders for any legal fees incurred by Agent each location or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is warehouse space leased or owned, or any other location where Collateral is located, on and owned as of the Effective Date, Date and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacethereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Effective Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s Eligible Inventory and Eligible Equipment at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business judgmentjudgment (which Reserves shall be equal to three months rent for the property located at 0000 Xxxxxxxxxx Xxxx, Carlsbad, California). The Borrower After the Effective Date, no real property or warehouse space shall be leased or acquired by any Credit Party or any of its Subsidiaries and no Inventory or Equipment shall be shipped to a processor or converter under arrangements established after the Effective Date without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory and Eligible Equipment at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall, and shall cause each of its Subsidiaries to, 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Revolving Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired 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 Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Revolving Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent; provided that the Carlyle Credit Parties shall have ninety (90) days from the Closing Date to deliver such executed third party agreements to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the applicable Borrowing Base or be subject to such Reserves reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, 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 Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the applicable Borrowing Base of Eligible Inventory at that location or the establishment of reserves acceptable to Agent) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Except as disclosed on Schedule 8.18 hereto, each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The (1) Borrower shall use good faith reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite LendersLender. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date and thereafter, if the Agent Lender has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as applicableof the date such location is acquired or leased), then commencing ninety (90) days after the Effective Date, the Borrower’s 's Eligible Inventory and Eligible WIP Inventory at that location mayshall, in the Agent’s Lender's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent Lender in its reasonable business credit judgment; provided however, up to $250,000 of Borrower's finished goods Inventory located at 1995 Xxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx (or such other location in Ontario in complete substitution thereof following ten (10) days notice to Lender of such proposed substitution) shall be eligible (if otherwise eligible) for inclusion in the Borrowing Base; provided that, the Borrowing Base shall be subject to a Reserve on account thereof equal to the aggregate amount of three (3) months' rent and any other applicable charges for such location. The After the Closing Date, no real property or warehouse space shall be leased or acquired by Borrower and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of Lender (which consent, in Lender's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory and Eligible WIP Inventory at that location or the establishment of Reserves acceptable to Lender) or, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Borrower shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower Each Credit Party shall use good faith reasonable its best efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which letter or agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, location and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite LendersLender. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date, if the Agent Lender has not received a satisfactory landlord or mortgagee agreement or bailee letter, letter as applicable, then commencing ninety (90) days after of the Effective Closing Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s Lender's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent Lender in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, unless and until a satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location; provided that Borrowers may hold Inventory with a book value not to exceed $300,000 in the aggregate at newly established locations with Lender's prior approval and subject to a Reserve established at Lender's discretion. Each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Borrower (a) Each Credit Party shall use good faith its reasonable best efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date or thereafter, if the Agent has not received a landlord or mortgagee agreement or bailee letterletter as of the Closing Date or thereafter, as applicable, then commencing ninety (90) days after the Effective Date, the Borrower’s Credit Party's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment. The Borrower After the Closing Date, no real property or warehouse space shall be leased or acquired by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, unless and until a satisfactory landlord (only with respect to leased property at which the Inventory or Collateral located thereon has a book value in excess of $200,000) and/or mortgagee agreement, mortgage or bailee letter, as appropriate, shall first have been obtained and delivered to Agent with respect to each such location; provided that the Credit Parties may hold Inventory with a book value not to exceed $200,000 in the aggregate at newly established locations with Agent's prior approval and subject to a Reserve established at Agent's discretion. Subject to Section 5.2(b), each Credit Party shall 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.

Landlords' Agreements, Mortgagee Agreements and Bailee Letters. The Each Borrower shall use good faith reasonable its best efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property or mortgagee of owned property or with respect to any warehouse, processor or converter facility or other location where Collateral is located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Inventory or Collateral at that location, and shall otherwise be satisfactory in form and substance to the Agent; provided, however, that the Borrower shall have no obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of any such landlord’s agreement, mortgagee agreement or bailee letter relating to any such property that is leased or owned, or any other location where Collateral is located, on and as of the Effective Date, and the Borrower’s obligation to reimburse Agent and Lenders for any legal fees incurred by Agent or any Lender in connection with the negotiation, preparation, filing and/or recordation of all such landlord’s agreements, mortgagee agreements and bailee letters relating to any other such properties and locations shall not exceed $2,000 for each such property or location; and provided, further, that the Lenders shall have no obligation to reimburse Agent for any such legal fees incurred by Agent in excess of $2,000 for each such property or location unless Agent incurs such legal fees with the consent, or pursuant to the instructions, of the Requisite Lenders. With respect to such locations or warehouse spacespace leased or owned as of the Closing Date, if the Agent has not received a landlord or mortgagee agreement or bailee letter, letter as applicable, then commencing ninety (90) days after of the Effective Closing Date, the any Borrower’s 's Eligible Inventory at that location mayshall, in the Agent’s 's discretion, be excluded from such Borrower's Borrowing Base or be subject to such Reserves as may be established by the Agent in its reasonable business credit judgment; provided, that any such exclusion from such Borrower's Borrowing Base, and any such additional Reserve, shall be canceled upon Agent's receipt of an acceptable landlord or mortgagee agreement or bailee letter. The After the Closing Date, no real property or warehouse space shall be leased or acquired by any Borrower and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of Agent, unless and until a reasonably satisfactory landlord or mortgagee agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Borrower shall 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. If any Borrower obtains an ownership interest in any real property following the Closing Date, such Borrower shall execute and deliver all documents and instruments necessary to grant Agent a fully perfected first priority security interest in such real property.