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 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 or 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 up to three months’ rent or storage charges (as applicable) for each such location. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and otherwise perform in all material respects their obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Landlords’ Agreements, Mortgagee Agreements, 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 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 After the Closing Date, no real property or warehouse space shall be leased by any Credit Party or owned as of its Subsidiary and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date or thereafterwithout prior written notice to Agent or, if Agent has not received unless and until a satisfactory landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if laterletter, as of the date such location is acquired or leased)appropriate, the Eligible Inventory at that location shall, in Agent’s discretion, be subject shall first have been obtained with respect to such Reserves as may be established by Agent in its reasonable credit judgment up to three months’ rent or storage charges (as applicable) for each such location. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and otherwise perform in all material respects their obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party Borrower shall use commercially reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the each lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility warehouse or other location where at least 10% or more of the Collateral (based upon book values) 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 AgentLender. With respect to such locations After the Closing Date, no real property or warehouse space shall be leased by Borrower or owned any Subsidiary, other than leases in effect as of the Closing Date, and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date or thereafterwithout the prior written consent of Lender or, if Agent has not received unless and until a satisfactory landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if laterletter, as of the date such location is acquired or leased)appropriate, the Eligible Inventory at that location shall, in Agent’s discretion, be subject shall first have been obtained with respect to such Reserves as may be established by Agent in its reasonable credit judgment up to three months’ rent or storage charges (as applicable) for each such location. Each Credit Party Borrower shall and shall cause its Subsidiaries to timely and fully pay and otherwise perform in all material respects their obligations under all leases and other agreements with respect to each leased location or public warehouse where any such material portion of the Collateral is or may be located.

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 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 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 owned as of converter under arrangements established after the Closing Date or thereafterwithout the prior written consent of Agent or, if Agent has not received unless and until a reasonably satisfactory landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if laterletter, as of the date such location is acquired or leased)appropriate, the Eligible Inventory at that location shall, in Agent’s discretion, be subject shall first have been obtained with respect to such Reserves as may be established by Agent in its reasonable credit judgment up to three months’ rent or storage charges (as applicable) for each such location. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and otherwise perform in all material respects their its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Landlords’ Agreements, Mortgagee Agreements, 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, 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 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 owned as of converter under arrangements established after the Closing Date or thereafterwithout the prior written consent of Agent or, if Agent has not received unless and until a reasonably satisfactory landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if laterletter, as of the date such location is acquired or leased)appropriate, the Eligible Inventory at that location shall, in Agent’s discretion, be subject shall first have been obtained with respect to such Reserves as may be established by Agent in its reasonable credit judgment up to three months’ rent or storage charges (as applicable) for each such location. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and otherwise perform in all material respects their its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party If applicable, 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 is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens 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 AgentLENDER. With After the closing date, no real property or warehouse space shall be leased by Borrower and no Inventory shall be shipped to a processor or converter under arrangements established after the closing date unless a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such locations or warehouse space leased or owned as of the Closing Date or 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 up to three months’ rent or storage charges (as applicable) for each such location. Each Credit Party Borrower shall and shall cause its Subsidiaries to timely and fully pay and otherwise perform in all material respects their its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each (a) To the extent requested by the Collateral Agent, 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, 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 Collateral Agent. With respect to such locations 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 owned as of converter under arrangements established after the Closing Date or thereafterwithout the prior written consent of Collateral Agent or, if Agent has not received unless and until a satisfactory landlord or mortgagee agreement or bailee letter as of the Closing Date (or, if laterletter, as of the date such location is acquired or leased)appropriate, the Eligible Inventory at that location shall, in Agent’s discretion, be subject shall first have been obtained with respect to such Reserves as may be established by Agent in its reasonable credit judgment up to three months’ rent or storage charges (as applicable) for each such location. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and otherwise perform in all material respects their 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.