Common use of Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases Clause in Contracts

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall obtain a landlord's agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property or bailee with respect to any warehouse facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Date, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any warehouse facility or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located as of the Closing Date. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased or rented location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property or bailee with respect to any warehouse or manufacturing, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located that has an aggregate fair market value or purchase price (whichever is higher, as determined by Agent) in excess of $75,000 at any time from and after the Closing Datedate of this Agreement, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), Agent may impose such Reserves against Borrowing Availability in its reasonable credit judgment. After the Closing Date, no new real property or new 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 if the Collateral to be stored or located at such location (i) has an aggregate fair market value or purchase price (whichever is higher, as determined by Agent) in excess of $75,000 or (ii) has an aggregate fair market value or purchase price (whichever is higher, as determined by Agent) when aggregated with Collateral which has been stored at new real property or new warehouse spaces leased after the Closing Date or shipped to a processor or converter under arrangements established after the Closing Date in excess of $500,000, without the prior written consent of Agent (which consent, in Agent's reasonable discretion, may be conditioned upon 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 or rented location or public warehouse where any Collateral is or may be located. In addition to the foregoing, each of Tweco and Xxxxxx may store, keep or otherwise maintain (i) Inventory in an amount not to exceed $10,000,000 in the aggregate, and (ii) other Collateral in an amount not to exceed $6,000,000 in the aggregate, at any warehouse or facility operated in Mexico by either Xxxxxx Equipment de Mexico S.A. de C.V. ("Xxxxxx Mexico") or Tweco de Mexico, S.A. de C.V. ("Tweco Mexico") so long as each of Xxxxxx Mexico and Tweco Mexico, as applicable, is a wholly owned direct Subsidiary of any Borrower. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use good faith efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property or bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent; provided that the Borrowers shall have ninety (90) days from the Closing Dated to deliver such executed third party agreements to the Agent with respect to any location relating to the Acquired Business. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), any Borrower’s Eligible Inventory at that location shall, in Agent’s discretion, be excluded from the Tranche A Borrowing Base and Tranche B Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgment; provided that if the Agent chooses to exclude any Borrower’s Eligible Inventory from the Tranche A Borrowing Base and the Tranche B Borrowing Base or subject such to Borrower’s Eligible Inventory to Reserves, any landlord or mortgagee agreement or bailee letter relating to such location or warehouse space holding that portion of the Borrower’s Eligible Inventory shall no longer be required. 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 Tranche A Borrowing Base and Tranche B 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 under all leases and other agreements with respect to each leased or rented location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use its commercially reasonable efforts to obtain a landlord's agreement or bailee lettermortgagee agreement, as applicable, from the lessor of each leased property or rented real property, mortgagee of owned real property or and shall obtain a bailee letter from the bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any warehouse facility With respect to such locations leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date, if Agent has not received a landlord or mortgagee agreement as of the Closing Date with respect to the leased locations listed on Disclosure Schedule 3.2, Borrower's Eligible Inventory at such locations shall be subject to Reserves as may be established by Agent based upon statutory lien requirements. With respect to warehouse space leased as of the Closing Date (or, if later, as of the date of such location is leased), if Agent has not received a bailee letter as of the Closing Date (or, if later, as of the date such location is leased), Borrower's Eligible Inventory at that location shall, in Agent's discretion, be excluded from the Borrowing Base absent compliance with the provisions of Section 1.7(b). With respect to locations leased or owned after the Closing Date, if Agent has not received a landlord or mortgagee agreement as of the date such location is acquired or leased, Borrower's Eligible Inventory at that location shall, in Agent's discretion, be excluded from the Borrowing Base absent compliance with Section 1.7(b). 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 as specified in Section 1.7(b)) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location other than with respect to Permitted Temporary Leases. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased or rented location or public warehouse where any Collateral is or may be located. Borrower shall, as soon as reasonably practicable following the Closing Date, deliver Mortgages covering the owned Real Estate listed below (the "Mortgaged Properties") together with: (a) title insurance policies in each case reasonably satisfactory in form and substance to Agent, in its sole discretion; (b) evidence that counterparts of the Mortgages have been recorded in all places to the extent necessary or desirable, in the judgment of Agent, to create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on each Mortgaged Property in favor of Agent for the benefit of itself and Lenders (or in favor of such other trustee as may be required or desired under local law); and (c) with respect to any such Mortgaged Property located in California, legal opinions of local counsel, in form and substance reasonably satisfactory in form and substance to Agent, in its sole discretion; and (d) such other documents, instruments or agreements reasonably requested by Agent. Mortgaged Properties: 000 Xxxxxxx Xx., San Luis Obispo, CA 93405; 0000 X. Xxxxx Blvd., Hanford, CA 93230; 00000 Xxxxxxxxxx Xxx X., Xxxxxxxxxx, XX 00000. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent. Without limiting the foregoing, Borrower shall, in each case as reasonably requested by Agent for purposes of obtaining and/or perfecting Agent's Liens (for itself and Lenders) with respect to the Store Leases and Collateral located thereat, (i) subject to obtaining any consent required under such Store Lease, execute and deliver to Agent a leasehold mortgage (and/or such other documents as Agent may reasonably request for such purpose) granting Agent a Lien in each such Store Lease, and (ii) use its commercially reasonable efforts to obtain any such landlord consents required in connection with such leasehold mortgages (and/or alternate or additional documents), in each case for each such leasehold mortgage, consent or other document, in form and substance reasonably satisfactory to Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use its best efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property or bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), any Borrower's Eligible Inventory at that location shall, in Agent's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgment. 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 (including the transfer of Inventory from any property or space with respect to which an appropriate agreement as described has been obtained to any property or space with respect to which an appropriate agreement has not been obtained other than transfers which do not exceed $75,000 per annum) 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 under all leases and other agreements with respect to each leased or rented location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrancestogether with, together with if required by any Lender in its sole discretion, environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (other than property leased to Borrower by Xxxxx Family I, L.L.C., a Virginia limited liability company pursuant to that Lease dated June 24, 1996 (as in effect on the date hereof, the "Vacant Land Lease" as long as (i) such property remains subject to the Vacant Land Lease and (ii) no Collateral is stored or rented real located on such property), mortgagee of owned real property or bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), Borrower's Eligible Inventory at that location shall, in Agent's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgment. 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 (i) a 45 days' prior written notice to Agent describing and identifying such real properties, warehouses, processors and converters, as the case may be, if the book value of all Inventory at all such other real estate properties and warehouses, including, without limitation, the book value of all Inventory shipped or to be shipped to all such processors and converters, is less than $10,000,000 in the aggregate and (ii) 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) and unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location, if the book value of all Inventory at all such other real estate properties and warehouses, including, without limitation, the book value all Inventory shipped or to be shipped to all such processors and converters, is $10,000,000 or more in the aggregate. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased or rented location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property or bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), any Borrower’s Eligible Inventory at that location shall, in Agent’s discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgment. After the Closing Date, no Inventory or other material Collateral shall be shipped to a processor, converter, warehouse or other third-party property 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; provided, however, that the Credit Parties may ship Inventory having a book value not to exceed $50,000 in each instance to third party properties without Agent’s consent and without receipt of a landlord waiver or bailee letter in the ordinary course of business. The Credit Parties acknowledge and agree that such Inventory shall be excluded from the Borrowing Base or subject to such Reserves as may be established by Agent in its discretion. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased or rented location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent; provided, that prior to the date that the Real Estate Requirements shall have gone into effect pursuant to Section 5.12, such deliveries shall be limited to those items delivered pursuant to Section 5.11.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Domestic Credit Party shall use commercially reasonable efforts (not to be construed as the payment of money) to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property or bailee with respect to any warehouse warehouse, processor or converter facility or other location where U.S. Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 U.S. Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), any Eligible Inventory at that location shall, in Agent's reasonable discretion, be excluded from the U.S. Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgment. After the Closing Date, no real property or warehouse space shall be leased by any Domestic Credit Party (other than a JVCP) 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 reasonable discretion, may be conditioned upon the exclusion from the U.S. 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 Domestic 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 or rented location or public warehouse where any U.S. Collateral is or may be located. To the extent otherwise permitted hereunder, if any Domestic Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to North American Collateral Agent a mortgage or deed of trust granting North American Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local and foreign counsel opinion(s)opinions, and, if required by Administrative North American Collateral Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative North American Collateral Agent, in each case, in form and substance reasonably satisfactory to Administrative North American Collateral Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (other than property leased to Borrower by Sxxxx Family I, L.L.C., a Virginia limited liability company pursuant to that Lease dated June 24, 1996 (as in effect on the date hereof, the "Vacant Land Lease" as long as (i) such property remains subject to the Vacant Land Lease and (ii) no Collateral is stored or rented real located on such property), mortgagee of owned real property or bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each With respect to such locations or warehouse space leased or owned as of the Original Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Original Closing Date (or, if later, as of the date such location is acquired or leased), Borrower's Eligible Inventory at that location shall, in Agent's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgment. After the Original Closing Date, no real property or warehouse space shall be leased by any Credit Party and no Inventory shall notify Administrative be shipped to a processor or converter under arrangements established after the Closing Date without (i) a 45 days' prior written notice to Agent in writing of any warehouse facility or other location where Collateral (or evidence of Collateral) having a describing and identifying such real properties, warehouses, processors and converters, as the case may be, if the book value of all Inventory at all such other real estate properties and warehouses, including, without limitation, the book value of all Inventory shipped or to be shipped to all such processors and converters, is less than $250,000 10,000,000 in the aggregate and (ii) 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) and unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location, if the book value of all Inventory at all such other real estate properties and warehouses, including, without limitation, the book value all Inventory shipped or to be shipped to all such processors and converters, is stored $10,000,000 or located as of more in the Closing Dateaggregate. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased or rented location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use reasonable efforts (which shall not require the expenditure of cash or the making of any material concessions under the relevant lease) to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property or bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. With respect to such locations or warehouse space leased or owned as of the date hereof and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), the Eligible Inventory at that location shall, in Agent's discretion, be subject to such Reserves as may be established by Agent in its reasonable credit judgment. After the Closing Date, no real property or warehouse space shall be leased by any Credit Party or its Subsidiary and no Inventory having a value in excess of $500,000 shall be shipped to a processor or converter under arrangements established after the date hereof 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 notify Administrative Agent in writing of any warehouse facility or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located as of the Closing Date. Each Credit Party 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 or rented location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Upon the request of the Administrative Agent, each Loan Party shall use reasonable efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased or rented real propertyproperty (other than the lessor of the leased property which the mill owned by Bxxxx on the Closing Date is on), mortgagee of owned real property or bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased, owned or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located as of the Closing Date and thereafter, if the Administrative Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired, leased or Collateral stored or located), the Eligible Inventory at that location shall, in the Administrative Agent’s discretion, be subject to such Reserves as may be established by the Administrative Agent in its reasonable credit judgment. After the Closing Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date (excluding renewals of existing leases and arrangements) without the prior written consent of the Administrative Agent (which consent, in the Administrative Agent’s discretion, may be conditioned upon the establishment of Reserves acceptable to the Administrative 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 Loan 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 or rented location or public warehouse where any Collateral is or may be located. To located (other than Collateral in an aggregate amount for all such locations not to exceed $100,000 in the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(saggregate), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement agreement, mortgagee agreement, bailee letter or bailee letterinstruction letter (or other letter acceptable to the Administrative Agents and Requisite Term Lenders in their sole discretion), as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property property, or bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agentthe Agents. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date and thereafter, if the Agents have not received a landlord or mortgagee agreement, bailee letter or instruction letter (or other letter acceptable to the Administrative Agents and Requisite Term Lenders in their sole discretion) as of the Closing Date (or, if later, as of the date such location is acquired or leased), any Borrower's Eligible Inventory at that location shall, in the Agents' discretion, be excluded from such Borrowing Base or be subject to such Reserves as may be established by the Agents in their reasonable credit judgment. 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 the Agents (which consent, in the Agents' discretion, may be conditioned upon the exclusion from such Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to the Agents) or, unless and until a reasonably satisfactory landlord agreement, bailee letter or instruction 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 or rented location or public warehouse where any Collateral is or may be located. Credit Parties acknowledge that the receipt of any landlord's agreement, mortgagee agreement, bailee letter or instruction letter (or other letter acceptable to the Administrative Agents and Requisite Term Lenders) shall not preclude the Administrative Agent from establishing Reserves in accordance with the terms of this Agreement. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent the Agents a mortgage or deed of trust granting Collateral Agent, for each Agent Liens with the benefit of Lenders, a first priority Lien required under the Loan Documents on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agentthe Agents, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agentthe Agents, in each case, in form and substance reasonably satisfactory to Administrative Agentthe Agents.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property or bailee with respect to any warehouse or manufacturing, processor, converter or customs broker facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located that has an aggregate fair market value or purchase price (whichever is higher, as determined by Agent) in excess of $100,000 at any time from and after the Closing Datedate of this Agreement, 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 Collateral at that location, and shall expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), any Borrower’s Eligible Inventory at that location shall, in Agent’s discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgment. After the Closing Date, no new real property or new 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 if the Collateral to be stored or located at such location (i) has an aggregate fair market value or purchase price (whichever is higher, as determined by Agent) in excess of $100,000 or (ii) has an aggregate fair market value or purchase price (whichever is higher, as determined by Agent) when aggregated with Collateral which has been stored at new real property or new warehouse spaces leased after the Closing Date or shipped to a processor or converter under arrangements established after the Closing Date in excess of $500,000, without the prior written consent of Agent (which consent, in Agent’s reasonable discretion, may be conditioned upon 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 or rented location or public warehouse where any Collateral is or may be located. In addition to the foregoing, each of Tweco and Xxxxxx may store, keep or otherwise maintain (i) Inventory in an amount not to exceed $12,000,000 in the aggregate, and (ii) other Collateral in an amount not to exceed $6,000,000 in the aggregate, at any warehouse or facility operated in Mexico by either Xxxxxx Equipment de Mexico S.A. de C.V. (“Xxxxxx Mexico”) or Tweco de Mexico, S.A. de C.V. (“Tweco Mexico”) so long as each of Xxxxxx Mexico and Tweco Mexico, as applicable, is a wholly owned direct Subsidiary of any Borrower. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, mortgagee of owned real property or bailee with respect to any warehouse warehouse, processor or converter facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or located as of the Closing Datelocated, 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 expressly permit the Agents or their designees to enter upon the premises for purposes of inspecting, monitoring, examining, removing and rendering inoperable any such Collateral, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. Each Credit Party shall notify Administrative Agent in writing of any With respect to such locations or warehouse facility space leased or other location where Collateral (or evidence of Collateral) having a value of less than $250,000 is stored or located owned as of the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), any Borrower's Eligible Inventory at that location shall, in Agent's discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgment. 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 or rented location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to Collateral Agent a mortgage or deed of trust granting Collateral Agent, for the benefit of Lenders, Agent a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with environmental audits, mortgage mortgagee title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Administrative Agent, in each case, in form and substance reasonably satisfactory acceptable to Administrative Agent.