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. Except as otherwise provided in this Section 5.9, each Credit Party shall obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral 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 Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. With respect to such locations or warehouse space leased or 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. With respect to Inventory located at the retail location leased by LaCrosse at 7000-000xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, it is agreed, subject to the Agent's ability in its reasonable credit judgment to established and modify Reserves from time to time pursuant hereto, that the failure, in and of itself, to obtain a landlord waiver for such location shall not result in the exclusion of such Inventory as Eligible Inventory. 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 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 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 Agent a mortgage or deed of trust granting Agent a Lien on such Real Estate, together with, if provided to the Term Lender, environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Except as otherwise provided in this Section 5.9, each Each US Credit Party shall use reasonable efforts to obtain a landlord's ’s agreement, mortgagee agreement agreement, or bailee letter, as applicable, from the lessor of each leased propertyproperty (provided that no such landlord’s agreement shall be required for any property leased as of the Closing Date by any US Credit Party from Shell), mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or locatedlocated (except for consignment locations for which clause (c) of the exclusions from Eligible Inventory set forth in Section 1.9 shall apply and as to which this Section 2.6 shall not apply), 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 otherwise be reasonably satisfactory in form and substance to US Agent. With respect to such locations or warehouse space leased or owned by a US Credit Party as of the Closing Date and thereafter, if US Agent has not received a landlord or mortgagee agreement or bailee letter or if similar protections in form and substance reasonably satisfactory to US Agent are not contained in the underlying lease as of the Closing Date (or, if later, as of the date such location is acquired or leased), any Borrower's the Eligible US Inventory and Eligible US PPE at that location shall, in US Agent's ’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. With respect to Inventory located at the retail location leased by LaCrosse at 7000-000xx XxxxxxUS Agent, Xxxxxxx, Xxxxxxxxx, it is agreed, subject to the Agent's ability in its reasonable credit judgment to established and modify which Reserves from time to time pursuant hereto, that the failureshall not exceed six (6) months rent or mortgagee payments, in and the case of itselfleased locations, to obtain a landlord waiver for such location shall not result or in the exclusion case of such Inventory as Eligible Inventorybailees, six (6) months storage fees. After the Closing Date, no real property or warehouse space shall be leased by any US Credit Party or its Domestic Subsidiary and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date (i) without the prior written consent of Agent (US Agent, which consentconsent shall not be unreasonably withheld or delayed, but in US Agent's discretion’s reasonable credit judgment, may be conditioned upon the exclusion from the US Borrowing Base of Eligible US Inventory and Eligible US PPE at that location or and/or, the establishment of Reserves acceptable to AgentReserves, or (ii) 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 ; provided, that neither US Agent’s consent nor a landlord agreement or bailee letter, as appropriate, shall timely and fully pay and perform its obligations under all leases and other agreements be required with respect to each leases, shipments, storage arrangements or other locations at which Eligible US Inventory and Eligible US PPE with a book value of less than $1,000,000 is stored or processed. For purposes hereof, it is acknowledged that a landlord agreement substantially in the form of Exhibit 2.6(a), a bailee letter substantially in the form of Exhibit 2.6(b) or a mortgagee agreement substantially in the form of Exhibit 2.6(c), as applicable, shall be deemed to be satisfactory for purposes of complying with Section 2.6. US Borrower Representative shall promptly notify US Agent if any lease for a leased location where Eligible US Inventory or public warehouse where any Collateral Eligible US PPE with a book value in excess of the Dollar Equivalent of $500,000 is located is terminated or may is threatened to 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 Agent a mortgage or deed of trust granting Agent a Lien on such Real Estate, together with, if provided to the Term Lender, environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agentterminated.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Except As reasonably requested by Agent and to the extent not otherwise addressed to Agent’s reasonable satisfaction in the Confirmation Order or the Confirmation Recognition Order, as otherwise provided in this Section 5.9applicable, each Credit Party Borrower 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 property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral having an aggregate fair market value of at least $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 Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. With respect to such locations or warehouse space leased or owned as of the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or agreement, bailee letter or entry of the Confirmation Order or the Confirmation Recognition Order, as applicable, providing for collateral access as of the Closing Date (or, if later, as of the date such location is acquired or leased), any Borrower's ’s Eligible Inventory at that location shall, in Agent's discretion’s Permitted Discretion, be excluded from the Revolver Borrowing Base or First Funded Revolver Borrowing Base, as applicable, or be subject to such Reserves as may be established by Agent in its reasonable credit judgment. With respect to Inventory located at the retail location leased by LaCrosse at 7000-000xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, it is agreed, subject to the Agent's ability in its reasonable credit judgment to established and modify Reserves from time to time pursuant hereto, that the failure, in and of itself, to obtain a landlord waiver for such location shall not result in the exclusion of such Inventory as Eligible InventoryPermitted Discretion. After the Closing Date, no real property or warehouse space shall be leased by any Credit Party Borrower and no Inventory having an aggregate fair market value of more than $100,000 shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of Agent (such consent not to be unreasonably withheld and which consent, in Agent's ’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 AgentAgent in its Permitted Discretion) 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 Borrower shall timely and fully pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral having an aggregate fair market value of at least $100,000 is or may be located. To the extent otherwise permitted hereunder, if any Credit Party 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 granting Agent a first priority Lien on such Real Estate, together with, if provided to the Term Lender, with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Except as otherwise provided in this Section 5.9, each 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 property, mortgagee of owned property or bailee with respect to any warehousewarehouse or manufacturing, processor processor, converter or converter customs broker facility or other location where Collateral is stored or locatedlocated 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 date 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 otherwise be reasonably satisfactory in form and substance to Agent. With respect to such locations or warehouse space leased or 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 ’s Eligible Inventory at that location shall, in Agent's ’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. With respect to Inventory located at the retail location leased by LaCrosse at 7000-000xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, it is agreed, subject to the Agent's ability in its reasonable credit judgment to established and modify Reserves from time to time pursuant hereto, that the failure, in and of itself, to obtain a landlord waiver for such location shall not result in the exclusion of such Inventory as Eligible Inventory. 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 ’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) 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. In addition to the foregoing, each of Tweco and Vxxxxx 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 Vxxxxx Equipment de Mexico S.A. de C.V. (“Vxxxxx Mexico”) so long as Vxxxxx Mexico 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 Agent a mortgage or deed of trust granting Agent a first priority Lien on such Real Estate, together with, if provided to the Term Lender, with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Except as otherwise provided in this Section 5.9, each 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 property, mortgagee of owned property or bailee with respect to any warehousewarehouse or manufacturing, processor or converter facility or other location where Collateral is stored or locatedlocated that has an aggregate fair market value or purchase price (whichever is higher, as determined by the Administrative Agent) in excess of $100,000 at any time from and after the date 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 otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased or 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. With respect to Inventory located at the retail location leased by LaCrosse at 7000-000xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, it is agreed, subject to the Agent's ability in its reasonable credit judgment to established and modify Reserves from time to time pursuant hereto, that the failure, in and of itself, to obtain a landlord waiver for such location shall not result in the exclusion of such Inventory as Eligible Inventory. After the Closing A&R Effective 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 A&R Effective 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 the Administrative Agent) in excess of $100,000 or (ii) has an aggregate fair market value or purchase price (whichever is higher, as determined by the Administrative Agent) when aggregated with Collateral which has been stored at new real property or new warehouse spaces leased after the A&R Effective Date or shipped to a processor or converter under arrangements established after the A&R Effective Date in excess of $500,000, without the prior written consent of the Administrative 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. In addition to the foregoing, 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 Xxxxxx Equipment de Mexico S.A. de C.V. (“Xxxxxx Mexico”) so long as Xxxxxx Mexico 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 A&R Effective Date, it shall first provide to the Collateral Agent a mortgage or deed of trust granting the Collateral Agent a first priority (or second priority, if the Intercreditor Agreement shall still be in effect) Lien on such Real Estate, together with, if provided to the Term Lender, with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and and, if required by the Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Except as otherwise provided in this Section 5.9, each Each Credit Party shall obtain a landlord's agreementLandlord Agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to (i) the chief executive office of such Credit Party, (ii) any location where books and records relating to the Accounts of any Credit Party are located, (iii) any pharmacy location of any Credit Party and (iv) any warehouse, processor or converter facility or other location of any Credit Party where Inventory or other Collateral having value in excess of $250,000 in the aggregate 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 Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. With If on the Closing Date, any Credit Party has failed to obtain a Landlord Waiver with respect to such locations or warehouse space any leased or owned as of location existing on the Closing Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Closing Date type described under clause (or, if later, as iii) or (iv) of the date such location is acquired or leased), any Borrower's Eligible Inventory at that location shallimmediately preceding sentence then, in Agent's discretionsuch case, be excluded from Agent may in it is sole discretion impose a Reserve against Borrowing Availability in the Borrowing Base or be subject amount equal to three months rent for each such Reserves leased location where no Landlord Waiver is obtained. In addition to the foregoing, until such time as may be established by a Landlord Agreement satisfactory to Agent in its reasonable credit judgment. With is obtained with respect to Inventory the leased premises located at the retail location leased by LaCrosse located at 7000-000xx Xxxxxx00000 Xxxx Xxxxx Xxxx, Xxxxx 000X &X, Xxxxxxx, XxxxxxxxxXxxxx, it or a properly authorized UCC 3 termination statement is agreedfiled which results in the termination of the financing statement naming Houston Industrial Assets, subject to the Agent's ability in its reasonable credit judgment to established and modify Reserves from time to time pursuant heretoL.P., that the failureas secured party, in and of itself, to obtain a landlord waiver for such location Borrowers shall not result permit Collateral having value in excess of $500,000 in the exclusion of such Inventory as Eligible Inventoryaggregate to be stored or located at 00000 Xxxx Xxxxx Xxxx, Xxxxx 000X &X, Xxxxxxx, Xxxxx. 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 reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to any such location, (i) which is the chief executive office, (ii) location of books and records regarding Accounts of any Credit Party, (iii) any pharmacy location of any Credit Party and (iv) any warehouse, processor or converter facility or other location of any Credit Party where Inventory or other Collateral having value in excess of $250,000 in the aggregate 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 Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. 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. To the extent otherwise permitted hereunder, if 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 granting Agent a first priority Lien (subject to Permitted Encumbrances) on such Real Estate, together with, if provided to the Term Lender, with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Except as otherwise provided in this Section 5.9, each Each US Credit Party shall obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased propertyproperty (other than Hampton, Virginia), mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or locatedlocated having a fair market value of greater than $500,000, 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 otherwise be reasonably satisfactory in form and substance to Agent. With ; provided that with respect to such locations (i) 000 Xxxxxx Xxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx, the US Credit Parties shall deliver a landlord’s agreement reasonably satisfactory in form and substance to Agent on or warehouse space leased or owned as of before October 1, 2006, unless 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 lease for such location is acquired or leased)not renewed, any Borrower's Eligible Inventory at that location shalland (ii) 0000 Xxxxxx Xxxxxx Xxxx, 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. With respect to Inventory located at the retail location leased by LaCrosse at 7000-000xx Xxxxxx, XxxxxxxXxxx, Xxxxxxxxx, it is agreed, subject the US Credit Parties shall deliver a landlord’s agreement reasonably satisfactory in form and substance to Agent on or before the Agent's ability in its reasonable credit judgment to established and modify Reserves from time to time pursuant hereto, that fifth Business Day following the failure, in and of itself, to obtain a landlord waiver for such location shall not result in the exclusion of such Inventory as Eligible InventoryClosing Date. After the Closing Date, no Collateral having a fair market value of greater than $500,000 shall be located at any real property or warehouse space shall be leased by any US Credit Party and no Inventory or 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 reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location, unless otherwise required by Agent. Each US 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. To the extent otherwise permitted hereunder, if any US 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 granting Agent a first priority Lien on such Real Estate, together with, if provided to the Term Lender, with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Except as otherwise provided in this Section 5.9, each 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 property, mortgagee of owned property or bailee with respect to any warehousewarehouse or manufacturing, processor or converter facility or other location where Collateral is stored or locatedlocated that has an aggregate fair market value or purchase price (whichever is higher, as determined by the Administrative Agent) in excess of $75,000 at any time from and after the date 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 otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased or 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. With respect to Inventory located at the retail location leased by LaCrosse at 7000-000xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, it is agreed, subject to the Agent's ability in its reasonable credit judgment to established and modify Reserves from time to time pursuant hereto, that the failure, in and of itself, to obtain a landlord waiver for such location shall not result in the exclusion of such Inventory as Eligible Inventory. 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 the Administrative Agent) in excess of $75,000 or (ii) has an aggregate fair market value or purchase price (whichever is higher, as determined by the Administrative 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 the Administrative 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. 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 Agent a mortgage or deed of trust granting Agent a Lien on such Real Estate, together with, if provided In addition to the Term Lenderforegoing, environmental auditseach of Tweco and Xxxxxx may store, mortgage title insurance commitment, real property survey, local counsel opinion(s)keep or otherwise maintain (i) Inventory in an amount not to exceed $12,000,000 in the aggregate, and supplemental casualty insurance and flood insurance(ii) other Collateral in an amount not to exceed $6,000,000 in the aggregate, and such other documents, instruments at any warehouse or agreements reasonably requested facility operated in Mexico by Agent, in each case, in form and substance reasonably satisfactory to Agent.either

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Except as otherwise provided in this Section 5.9, Each Borrower and each Credit Party Subsidiary Guarantor 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, 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 Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. With respect to such locations or warehouse space leased or 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. With respect to Following the Inventory located at the retail location leased by LaCrosse at 7000-000xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, it is agreed, subject to the Agent's ability in its reasonable credit judgment to established and modify Reserves from time to time pursuant hereto, that the failure, in and of itself, to obtain a landlord waiver for such location shall not result in the exclusion of such Inventory as Eligible Inventory. After the Closing Inclusion 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 reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location, other than with respect to any location if the aggregate book value of Inventory at such individual location is less than $100,000 individually, provided, that the aggregate book value of Inventory for all such locations shall not exceed $250,000. Each Credit Party Borrower and each Subsidiary Guarantor 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. To the extent otherwise permitted hereunder, if any Credit Party Borrower or Subsidiary Guarantor 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 granting Agent Agent, other than with respect to any location if the aggregate book value of Inventory at such location or the fair market value of such location is less than $100,000 individually, provided that the aggregate book value of Inventory for all such locations and the fair market value of all such locations shall be less than $250,000, a first priority Lien on such Real Estate, together with, if provided to the Term Lender, with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Except as otherwise provided in this Section 5.9, each Credit Party Each of Westcon and Borrowers and the other Obligors 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, 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 Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the applicable Collateral Agent. With respect to such locations or warehouse space leased or owned as of the Closing Date and thereafter, if the applicable Collateral 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 the applicable Collateral Agent's discretion, be excluded from the Borrowing Base Capacity or be subject to such Reserves reserves as may be established by the applicable Collateral Agent in its reasonable credit judgment. With respect to Inventory located at the retail location leased by LaCrosse at 7000-000xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, it is agreed, subject to the Agent's ability in its reasonable credit judgment to established and modify Reserves from time to time pursuant hereto, that the failure, in and of itself, to obtain a landlord waiver for such location shall not result in the exclusion of such Inventory as Eligible Inventory. After the Closing Date, no real property or warehouse space shall be leased by any Credit Party Westcon or Borrowers or other Obligors 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 applicable Collateral Agent (which consent, in the applicable Collateral Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base Capacity of Eligible such Inventory at that location or the establishment of Reserves reserves acceptable to the applicable Collateral 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 of Westcon and Borrowers and the other Obligors 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. To the extent otherwise permitted hereunder, if any Credit Party proposes of Westcon or Borrowers or any other Obligors propose to acquire a fee ownership interest in Real Estate after the Closing Date, it shall first provide to the applicable Collateral Agent a mortgage or deed of trust granting applicable Collateral Agent a first and only priority Lien on such Real Estate, together with, if provided to the Term Lender, with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and and, if required by the applicable Collateral Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by the applicable Collateral Agent, in each case, in form and substance reasonably satisfactory to the applicable Collateral Agent.