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, the mortgagee of each owned property and the bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral having a value, individually or in the aggregate, in excess of $250,000 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. After the Restatement Closing Date, no real property or warehouse space shall be leased having annual rental payments in excess of $50,000 by any Credit Party and no Inventory (other than Inventory of Mid-Missouri Telephone) shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party (other than Mid-Missouri Telephone) proposes to acquire a fee ownership interest or leasehold interest in any Material Real Estate after the Restatement Closing Date, it shall first concurrently provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real EstateEstate or leasehold interest therein, as applicable, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements, in each case, reasonably requested by Agent, and in each case, in form and substance reasonably satisfactory to Agent. In addition, if any Real Property owned or leased by any Credit Party (other than Mid-Missouri Telephone) shall subsequently become or be determined to be Material Real Estate, promptly following a request from Agent, such Credit Party shall provide to Agent a mortgage or deed of trust or leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real Estate, or leasehold interest therein, as applicable, together with environmental auditaudits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements agreements, in each case, reasonably requested by Agent, and in each case, in form and substance reasonably satisfactory to 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 property, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of AgentAgent 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 Restatement Closing Date, it then such Credit Party shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Party shall use all commercially reasonable efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral is stored or locatedlocated as of the Closing Date and as may be stored or located thereafter, 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 following the June 2005 Closing Date (specifically excluding such locations or warehouse space leased or owned as of the June 2005 Closing Date), if Agent has not received a landlord or mortgagee agreement or bailee letter as of the date such location is acquired or leased, any Borrower’s 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. Each Credit Party shall use all commercially reasonable efforts to obtain a collateral access agreement from each customer which has any Collateral of any Credit Party located at its facilities (whether such facilities are owned or leased by such customer), which agreement shall contain a waiver or subordination of all Liens or claims that such customer may assert against the Collateral, provide for a release of all Liens by any other party, if any, provide for a consent and acknowledgment to the ownership and Lien of Borrowers and Lien of the Applicable Agent, in its favor and on behalf of the other Agent and Lenders, in the Collateral, provide for the segregation of all Collateral from any personal property or other assets of such customer, provide for all such UCC filings deemed necessary or desirable by the Applicable Agent and shall otherwise be satisfactory in form and substance to such Agent. After the Restatement June 2005 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 Restatement June 2005 Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location or the Applicable Agent, in its reasonable credit judgment, shall have established an appropriate Reserve, if any. If the Applicable Agent has not received a collateral access agreement with respect to any customer location, any Borrower’s Inventory at such customer location shall not be Eligible Inventory and shall not be eligible for inclusion in any calculation of the Borrowing Base or Borrowing Availability. Each Credit Party shall timely and fully pay and perform its rent and other obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To Agent reserves the extent permitted hereunderright, if any Credit Party proposes in its discretion, to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide establish Reserves acceptable to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each caseits reasonable credit judgment with respect to any leased property, any warehouse, processor or converter facility, or any other location where Collateral is stored or located as of the June 2005 Closing Date or as may be acquired or leased thereafter. In no event shall any Inventory stored or otherwise located at any customer location be considered Eligible Inventory or be otherwise eligible for inclusion in form any calculation of the Borrowing Base or Borrowing Availability unless Agent shall have received a collateral access agreement acceptable to it and substance reasonably satisfactory to Agentany and all other actions deemed necessary or desirable by Agent (e.g. UCC filings) shall have been taken.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable its best efforts to obtain a landlord's agreement, mortgagee agreement, access agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral is stored or located, except to the extent and at the time such Collateral consists of (i) propane which is located in propane tanks located on the property of consumer purchasers of propane from Borrowers, (ii) Energy Product Inventory purchased in bulk by Borrowers from terminal or railcar locations which is not deemed to be Eligible Inventory, and (iii) locations where the aggregate book value of Inventory at any such location at all times is less than $100,000, 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 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, access agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased or such agreement or waiver is obtained), any of 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 Restatement Closing DateDate except as permitted above, 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 Restatement 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) unless and until a reasonably satisfactory landlord agreement agreement, access letter 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 acquires a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first simultaneously with such acquisition provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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 (other than the mortgagee Senior Notes Trustee) of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral Inventory having a value (at cost) of more than $100,000 is at any time 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), 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 Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party or its Subsidiary and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and perform its their 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 permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Party shall use commercially reasonable efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letterBailee Letter, as applicable, from the lessor of each leased propertyproperty (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 located on such property), mortgagee of each owned property and the or bailee with respect to each 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 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 Rent Reserves or such other Reserves referenced in Section 1.7(b)(iii). After the Restatement Original 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 Restatement Closing Date without (i) a 30 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 letterBailee 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 of 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 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 permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of AgentAgent 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 material 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, debenture or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Note 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, the mortgagee of each owned property and or bailee which comprises part of the bailee with respect to each warehouse, processor Collateral or converter facility or other location where at which 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. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such locationTerm 2 Noteholder. Each Credit Note 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; provided that any Note Party may in good faith dispute the amount or validity of any such obligations in an aggregate amount not to exceed $100,000 for all Note Parties. To the extent permitted hereunder, if any Credit Note Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing DateEstate, it shall first provide to Agent Term 2 Noteholder a mortgage, debenture, mortgage or deed of trust or similar document granting Agent Term 2 Noteholder a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitmentTerm 2 Noteholder, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by AgentTerm 2 Noteholder, in each case, in form and substance reasonably satisfactory to AgentTerm 2 Noteholder.

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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. With respect to the Real Estate located in Long Island City, New York, the applicable Credit Party shall provide to Agent on or before August 31, 2003 a mortgage granting Agent a first priority Lien on such Real Estate to secure Indebtedness in an amount equal to the Fair Market Value of such Real Estate at such time; provided, however, Agent shall not require any Lien on such Real Estate if a Lien on such Real Estate has been granted prior to such date in accordance with the provisions of Section 6.7(c)(iv).

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use commercially reasonable best efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement waiver or bailee lettersubordination provision is already included in the applicable lease, as appropriate, shall first have been obtained with respect to such locationmortgage or other agreement. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunderby any related financing permitted under Section 6.7(d), if any Credit Party proposes to acquire (i) a leasehold interest in Real Estate that is not a Minor Lease Interest after the Closing Date (including, without limitation, the Fayetteville Property), it shall first provide to Agent a Mortgage granting Agent a first priority Lien on such leasehold interest, or (ii) a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document Mortgage granting Agent a first second priority Lien on such Real Estate, subject only to the Lien in favor of the GE Credit Agreement Agent, in each case, together with a environmental audits, mortgage title insurance policy, real property survey, local counsel opinion(s), and, if reasonably required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Loan 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement 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 Loan 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 Loan Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Except as otherwise agreed to by Agent in its sole discretion, 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of AgentAgent 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 locatedlocated except as otherwise consented to by Agent. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Party The Borrowers shall use commercially reasonable efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the each lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each 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 AgentInvestment Manager. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party Borrower or any Subsidiary of any Borrower and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of AgentInvestment Manager 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 The Borrowers shall and shall cause each of their Subsidiaries to timely and fully pay and perform its their obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To In the extent permitted hereunder, if event any Credit Party proposes to acquire Borrower acquires a fee ownership interest in Real Estate real property after the Restatement Closing Date, it the Borrowers shall first provide deliver to Agent Investment Manager a mortgage, debenture, fully executed mortgage or deed of trust or similar document granting Agent a first priority Lien on over such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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 AgentInvestment Manager, together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall be reasonably requested by Investment Manager.

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, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral having a value, individually or in the aggregate, in excess of $250,000 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. After the Second Restatement Closing Date, no real property or warehouse space shall be leased having annual rental payments in excess of $100,000 by any Credit Party and no Inventory (other than Inventory of a PUC Restricted Subsidiary) shall be shipped to a processor or converter under arrangements established after the Second Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party (other than a PUC Restricted Subsidiary) proposes to acquire a fee ownership interest or leasehold interest in any Material Real Estate after the Second Restatement Closing Date, it shall first concurrently provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real EstateEstate or leasehold interest therein, as applicable, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements, in each case, reasonably requested by Agent, and in each case, in form and substance reasonably satisfactory to Agent. In addition, if any Real Property owned or leased by any Credit Party (other than a PUC Restricted Subsidiary) shall subsequently become or be determined to be Material Real Estate, promptly following a request from Agent, such Credit Party shall provide to Agent a mortgage or deed of trust or leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real Estate, or leasehold interest therein, as applicable, together with environmental auditaudits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements agreements, in each case, reasonably requested by Agent, and in each case, in form and substance reasonably satisfactory to 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 property, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement Closing Date, no real property Inventory or warehouse space shall be leased by any Credit Party and no Inventory other material Collateral shall be shipped to a processor processor, converter, warehouse or converter other third-party property under arrangements established after the Restatement 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 location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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; 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 Upon the request of Agent, 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement Original 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 Restatement Original Closing Date without the prior written consent of Agent (which consent, in Agent’s discretion, may be conditioned upon the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Original Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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.. 5.10

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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of AgentAgent or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement, mortgagee ’s agreement or bailee letter, as applicable, from the lessor of each leased or rented real property, the mortgagee of each owned real property and the or bailee with respect to each warehouse, processor or converter any warehouse facility or other location where Collateral (or evidence of Collateral) having a value of $1,000,000 or more is stored or locatedlocated 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 Lender or its 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 AgentLender. After Each Credit Party shall notify Lender 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 Restatement 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 Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased 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 Restatement Closing Date, it shall first provide to Agent Lender a mortgage, debenture, mortgage or deed of trust or similar document granting Agent Lender a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitmentLender, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by AgentLender, in each case, in form and substance reasonably satisfactory to AgentLender.

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, the mortgagee of each owned property and the or bailee with respect to each warehouseany warehouse 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. After the Restatement 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 Restatement 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 Agentthe Administrative Agent or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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 In addition to the extent permitted hereunderforegoing, if any Credit Party proposes each of Tweco and Xxxxxx may store, keep or otherwise maintain (i) Inventory in an amount not to acquire a fee ownership interest exceed $12,000,000 in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insuranceaggregate, and such (ii) other documentsCollateral in an amount not to exceed $6,000,000 in the aggregate, 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. 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, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral having a value, individually or in the aggregate, in excess of $100,000 is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. After the Restatement Closing Date, no No real property or warehouse space shall be leased having annual rental payments in excess of $250,000 by any Credit Party and no Inventory (other than Inventory of a PUC Restricted Subsidiary) shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party (other than a PUC Restricted Subsidiary) proposes to acquire a fee ownership interest or leasehold interest in any Material Real Estate after the Restatement Closing DateEstate, it shall first concurrently provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real EstateEstate or leasehold interest therein, as applicable, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements, in each case, reasonably requested by Agent, and in each case, in form and substance reasonably satisfactory to Agent. In addition, if any Real Property owned or leased by any Credit Party (other than a PUC Restricted Subsidiary) shall subsequently become or be determined to be Material Real Estate, promptly following a request from Agent, such Credit Party shall provide to Agent a mortgage or deed of trust or leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real Estate, or leasehold interest therein, as applicable, together with environmental auditaudits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements agreements, in each case, reasonably requested by Agent, and in each case, in form and substance reasonably satisfactory to 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 property, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral Inventory 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 Inventory at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. After the Restatement 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 Restatement Closing Date without the prior written consent of AgentAgent 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an such environmental auditaudits, mortgage title insurance commitment, real property survey and local counsel opinion(s) as Agent may reasonably request, and, if reasonably requested 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. 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, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral (i) Inventory valued at greater than $1,000,000 is stored or kept or (ii) where books and records relating to Intellectual Property and/ or Accounts are 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. After the Restatement Closing Date, no Credit Party shall permit Inventory valued at greater than $1,000,000 to be stored or kept on, or books and records relating to Intellectual Property and Accounts to be located, at any 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 Restatement Closing Date without the prior written consent of Agent, location unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to any 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 permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the bailee with respect to each 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. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party and no Inventory with a value in excess of US$100,000 individually or US$250,000 in the aggregate shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its material 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 permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real EstateEstate (subject to Permitted Encumbrances), together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each To the extent not already provided to Agent in connection with the Existing Credit Agreement, 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, the mortgagee of each owned property and the or bailee with respect to each 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 Restatement Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Restatement 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 and Co-Collateral 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 Restatement Closing Date, no real property Inventory or warehouse space shall be leased by any Credit Party and no Inventory other material Collateral shall be shipped to a processor processor, converter, warehouse or converter other third-party property under arrangements established after the Restatement 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 $100,000 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 and Co-Collateral Agent in their reasonable credit judgment. 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 permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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; including, without limitation, appraisals complying with FIRREA (such appraisals shall be completed by appraisers chosen by Agent and shall not count against the limited number of appraisals for which expense reimbursement may be sought) and Flood Insurance as otherwise required herein.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each For a period of six (6) months from and after the Closing Date, each Credit Party shall use commercially reasonable best efforts to obtain obtain, for each leasehold location existing on the Closing Date, a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each 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; provided that no Credit Party shall be required to pay any consent fees in connection therewith. After From and after the Restatement Closing Date, no real property or warehouse space estate shall be leased by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, 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; provided that no such obligations need be paid which is being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on the appropriate books, but only so long as such obligation does not become a Lien or charge other than a Permitted Encumbrance, and no foreclosure, distraint, sale, or similar proceedings shall have been commenced and remain unstayed for a period thirty (30) days after such commencement. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first shall, concurrently with such acquisition, provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property estate survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Party shall use commercially reasonable best efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each 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, unless a waiver or subordination provision is already included in the applicable lease, mortgage or other agreement; provided that with respect to such locations or warehouse space 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 may, 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 Restatement 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 Restatement 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 44 Collateral is or may be located. To the extent otherwise permitted hereunderby any related financing permitted under Section 6.7(d), if any Credit Party proposes to acquire (i) a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document Mortgage granting Agent a first priority Lien on such Real Estate, or (ii) a leasehold interest in Real Estate after the Closing Date, it shall first provide to Agent, if Agent so requests in its discretion, a Mortgage granting Agent a second priority Lien on such Real Estate subject only to the Lien in favor of the Supplemental Real Estate Facility Agent, in each case, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if reasonably required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each 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), the Eligible Parts and Supplies and Eligible Equipment 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 Restatement Closing Amendment Effective Date, no real property or warehouse space shall be leased by any Credit Party or its Subsidiary and no Inventory Parts and Supplies shall be shipped to a processor or converter under arrangements established after the Restatement Closing Amendment Effective Date without the prior written consent of Agent (which consent, in Agent’s discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Parts and Supplies and Eligible Equipment 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 and shall cause its Subsidiaries to timely and fully pay and perform its their obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunderlocated except for such obligations being diligently contested in good faith and in respect of which, if any Credit Party proposes to acquire a fee ownership interest appropriate, expense provisions have been recorded in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together accordance with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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 AgentGAAP.

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, the mortgagee of each owned property and the or bailee with respect to each 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 Administrative Agent. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, at the time of such acquisition, it shall first provide to Agent Administrative Agent, in Administrative Agent's discretion, a mortgage, debenture, mortgage or deed of trust or similar document granting Administrative Agent a first priority Lien Lien, subject to Permitted Encumbrances, on such Real Estate, or Negative Pledge to be recorded in the applicable land records where the Real Estate is located, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by AgentAdministrative Agent in its reasonable discretion, an environmental audit, mortgage title insurance commitmentwithin thirty days of the acquisition thereof, 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 in any way limiting the provisions of this Section 5.9, Section 5.11 or any other provision of any Loan Document, Borrower shall (a) pursuant to the terms of the Post Closing Requirements execute and deliver the Initial Mortgages with respect to the Real Estate described on Disclosure Schedule 5.9 and take all steps reasonably necessary to provide Administrative Agent down dated title certificates or other evidence of the current status of title reasonably acceptable to Administrative Agent, flood insurance certificates (to the extent reasonably deemed necessary by Administrative Agent) with respect to such Real Estate, and (b) execute and deliver, promptly upon Administrative Agent's request, additional Mortgages covering all or any requested portion of the Real Estate owned in fee by any Credit Party (other that the Real Estate encumbered by the Initial Mortgages) and take all steps reasonably necessary to provide Administrative Agent, in Administrative Agent's reasonable discretion, title policies, surveys, local counsel opinions and flood insurance certificates with respect to such Mortgages or the Real Estate encumbered thereby. Borrower shall cooperate with Administrative Agent and shall take all steps reasonably requested by Administrative Agent to record counterparts of the Mortgages in all places necessary or desirable, in the reasonable judgment of Administrative Agent, to create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on each parcel of Real Estate, from time to time encumbered or to be encumbered by a Mortgage (such Real Estate is collectively herein referred to as the "Mortgaged Properties") in favor of Administrative Agent for the benefit of itself and Lenders (or in favor of such other trustee as may be required or desired under local law).

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Unless SCIL Agent shall otherwise agree in writing, 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, the mortgagee of each owned property and the or bailee with respect to each 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 SCIL Agent. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party Party, and no material amount of Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of SCIL Agent, unless and until (i) a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first or simultaneously have been obtained with respect to such locationlocation or (ii) the First Lien Agent has provided its written consent under and with respect to the First Lien Credit Agreement to the waiver of such landlord agreement or bailee letter, as applicable. 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 Except to the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to SCIL Agent a mortgage, debenture, mortgage or deed of trust or similar document granting SCIL Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by SCIL Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by SCIL Agent, in each case, in form and substance reasonably satisfactory to SCIL Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Holdings shall obtain a landlord’s agreement from the lessor of its corporate headquarters and each Credit Party shall use commercially reasonable its best efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral with a fair market value in excess of $500,000 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. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent (which consent, in Agent’s 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 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 Restatement Closing DateDate and (i) such Real Estate has a fair market value in excess of $1,000,000 or (ii) such Credit Party proposes using the proceeds of the Loans to finance such acquisition, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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 propertyproperty designated by any Agent as material, the each mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where any material portion of the 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 AgentAgents. After the Restatement Closing Date, no real property With respect to such locations 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 owned as of the Restatement Closing Date without and thereafter, if the prior written consent of Agent, unless and until Applicable Agent has requested but not received a satisfactory landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as appropriateof the date such location is acquired or leased), shall first have been obtained with respect to the Applicable Agent may establish such locationReserves as may be appropriate in its reasonable credit judgment. 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 material portion of the Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party Borrower or Guarantor proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to the Applicable Agent a mortgage, debenture, mortgage or deed of trust or similar document granting the Applicable Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by the Applicable Agent, an environmental audit, mortgage title insurance commitment, 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 such Agent.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party As reasonably requested by the Agent and to the extent not otherwise addressed to the Agent’s reasonable satisfaction in the Confirmation Order or the Confirmation Recognition Order, as applicable, each Issuer 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, the mortgagee of each owned property and the or bailee with respect to each 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 the Agent; provided, that to the extent that any such agreement or letter is provided for the benefit of the First Lien Agent it shall be required to be provided to the Agent in substantially similar form. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party Issuer 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 Restatement Closing Date without the prior written consent of Agentthe Agent (such consent not to be unreasonably withheld) 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 Issuer 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 Issuer proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to the Agent a mortgage, debenture, mortgage or deed of trust or similar document granting the Agent a first priority Lien on such Real Estate, Estate (subject in priority only to the Liens securing the First Lien Facility) together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by the Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by the Agent, in each case, in form and substance reasonably satisfactory to the 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 property, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of AgentAgent 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Party shall use commercially its reasonable efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where any material amount of Collateral is stored or located, which agreement or letter shall (unless otherwise agreed to in writing by Administrative Agent) 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 Administrative Agent. With respect to such locations or warehouse space leased or owned as of the Closing Date and thereafter, if the 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 Eligible Inventory at that location shall, in Administrative Agent's reasonable discretion, be subject to such Reserves as may be established by Administrative Agent in its reasonable credit judgment. After the Restatement Closing Date, Borrower will use its commercially reasonable best efforts to ensure that no real property or warehouse space where any material amount of the Collateral is located shall be leased by any Credit Party and no more than 5% of the Inventory that is to be included in the Aggregate Borrowing Base shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Collateral Agent (which consent may not be unreasonably withheld but may be conditioned upon the establishment of Reserves reasonably acceptable to Administrative Agent) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall 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 located except to the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest that the same are being contested in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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 Agentgood faith.

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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of AgentAgent 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 material 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 Restatement Closing Date, it shall first provide to Agent or, with respect to Real Estate of a Canadian Credit Party, Canadian Agent a mortgage, debenture, debenture or deed of trust or similar document granting Agent or Canadian Agent, as applicable, a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent or Canadian Agent, an environmental audit, mortgage title insurance commitment, 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 or Canadian Agent, as applicable.

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, the mortgagee of each owned property and the or bailee with respect to each 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 Aviation Equipment and Eligible Seismic and Environmental Equipment at that location shall, in Agent's discretion, be excluded from consideration for purposes of calculating such Borrower's Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgment. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the exclusion of any Borrower's Eligible Aviation Equipment and Eligible Seismic and Environmental Equipment at that location from consideration for purposes of calculating such Borrower's Borrowing Base 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 Restatement Closing Date, it then such Credit Party shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral having a value in excess of $500,000 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. After the Restatement Closing Date, no real property With respect to such locations 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 owned as of the Restatement Closing Date without the prior written consent of Agentand thereafter, unless and until if Agent has not received a satisfactory landlord or mortgagee agreement or bailee letterletter as of the Closing Date (or, if later, as appropriateof the date such location is acquired or leased), Borrowers shall first have been obtained with respect the option to such locationelect that either (a) any Borrower’s Eligible Inventory at that location shall be excluded from the Borrowing Base or (b) be subject to a Reserve in the amount equal to the Rent Reserve Amount. 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of AgentAgent 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 material 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, debenture or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. In addition, if any Credit Party proposes to acquire a Real Estate leasehold interest for any manufacturing facility with a fair market value in excess of $2,000,000 after the Closing Date, it shall first provide to Agent environmental audits 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. 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, the mortgagee of each owned real property and the or bailee with respect to each warehouse, processor or converter any warehouse facility or other location where Collateral (or evidence of Collateral) having a value of $250,000 or more is stored or locatedlocated 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. After 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 Restatement 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 Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased 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 Restatement Closing Date, it shall first provide to Collateral Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent Collateral Agent, for the benefit of Lenders, a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, an environmental audit, mortgage title insurance commitment, 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 its best efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement 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 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a 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 Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each 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), 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 Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party or its Subsidiary and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agentnotice to Agent (who may, in its reasonable credit judgment, exclude from the Borrowing Base Eligible Inventory at that location or establish Reserves with respect to such location) 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 and shall cause its Subsidiaries to timely and fully pay and perform its 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. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Upon the request of Agent, 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent (which consent, in Agent’s discretion, may be conditioned upon the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real EstateEstate second in priority only to the Lien of the First Lien Agent pursuant to the terms of the Intercreditor Agreement, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each As reasonably requested by Agent and to the extent not otherwise addressed to Agent’s reasonable satisfaction in the Final Order and except for the locations set forth in Disclosure Schedule (5.9) as of the Closing Date, 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, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor processor, xxxxxx or toll converter facility or other location where Collateral is stored or locatedlocated 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 otherwise be reasonably satisfactory in form and substance to Agent. With respect to such locations set forth in Disclosure Schedule (5.9) as of the Closing Date, so long as Agent has not received a satisfactory landlord or mortgagee agreement or bailee letter, or entry of the Final Order providing for collateral access, Borrower’s Eligible Inventory at that location shall, unless otherwise determined by Agent in its discretion, be excluded from the Borrowing Base. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party (nor shall the Credit Parties conduct any business or activities or store any material property at its leased locations in Norcross, Georgia and Peabody, Massachusetts), without the prior written consent of Agent (which consent, in Agent’s reasonable credit judgment, 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 shall first have been obtained with respect to such location. After the Closing Date, no Inventory shall be shipped to or located at any third party warehouse location for which reasonably satisfactory bailee letters have not been obtained if the aggregate amount of all such Inventory held at all such third party warehouse locations at any time would exceed $250,000, without the prior written consent of Agent (which consent, in Agent’s reasonable credit judgment, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves acceptable to Agent). After the Closing Date, no Inventory shall be shipped to a processor processor, xxxxxx or toll converter under arrangements established after if the Restatement Closing Date aggregate amount of all such Inventory held by such processor, xxxxxx or toll converter at any time would exceed $500,000 without the prior written consent of Agent (which consent, in Agent’s reasonable credit judgment, 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, letter shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform in all material respects its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire after the Closing Date a fee ownership interest in Real Estate after the Restatement Closing Dateor any other material leasehold interest in Real Estate, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document Mortgage granting Agent a first priority Lien on such Real Estate, together with a environmental audits and studies, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insurance, and, with respect to all of Borrower’s leasehold interests, agreements from their landlords satisfactory to Agent and an acceptable non-disturbance agreement from the landlords’ fee mortgagees, 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. 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, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral is stored or locatedlocated (except Storehouse retail locations), 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, other than Storehouse retail locations, 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 Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party Party, other than Storehouse retail locations, and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real EstateEstate (subject only to the Liens securing the First Lien Credit Agreement), together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Upon the request of the Administrative Agent, each Loan 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 propertyproperty (other than the lessor of the leased property which the mill owned by Bxxxx on the Closing Date is on), the mortgagee of each owned property and the or bailee with respect to each 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 Administrative Agent. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement 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 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 permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(saggregate), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral having a value, individually or in the aggregate, in excess of $250,000 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. After the Restatement Closing Date, no real property or warehouse space shall be leased having annual rental payments in excess of $50,000 by any Credit Party and no Inventory (other than Inventory of a PUC Restricted Subsidiary) shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party (other than a PUC Restricted Subsidiary) proposes to acquire a fee ownership interest or leasehold interest in any Material Real Estate after the Restatement Closing Date, it shall first concurrently provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real EstateEstate or leasehold interest therein, as applicable, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements, in each case, reasonably requested by Agent, and in each case, in form and substance reasonably satisfactory to Agent. In addition, if any Real Property owned or leased by any Credit Party (other than a PUC Restricted Subsidiary) shall subsequently become or be determined to be Material Real Estate, promptly following a request from Agent, such Credit Party shall provide to Agent a mortgage or deed of trust or leasehold mortgage or deed of trust, as applicable, granting Agent a first priority Lien on such Real Estate, or leasehold interest therein, as applicable, together with environmental auditaudits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements agreements, in each case, reasonably requested by Agent, and in each case, in form and substance reasonably satisfactory to 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, the mortgagee of each owned property and the or bailee with respect to each 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), the Eligible Parts and Supplies and Eligible Equipment 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 Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party or its Subsidiary and no Inventory Parts and Supplies shall be shipped to a processor or converter under arrangements established after the Restatement 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 Parts and Supplies and Eligible Equipment 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 and shall cause its Subsidiaries to timely and fully pay and perform its their obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunderlocated except for such obligations being diligently contested in good faith and in respect of which, if any Credit Party proposes to acquire a fee ownership interest appropriate, expense provisions have been recorded in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together accordance with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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 AgentGAAP.

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, the mortgagee of each owned property and the bailee with respect to each 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. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party and no Inventory with a value in excess of US$100,000 individually or US$250,000 in the aggregate shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real EstateEstate (subject only to the Liens securing the First Lien Credit Agreement and Permitted Encumbrances), together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Party shall use its commercially reasonable best efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the (including, without limitation, any lessor of any Credit Party's lessor) mortgagee of each owned property and located in the United States or bailee with respect to each any warehouse, processor or converter facility or other location located in the United States where Collateral having a book value in excess of $250,000 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, provided that unless Agent otherwise notifies Lessee based on Agent's reasonable discretion, the Credit Parties shall not be obligated to deliver landlord agreements in respect of any premises existing as of the Execution Date other than premises owned by Reuters, which shall be delivered on or before the Closing Date (without giving effect to the qualification relating to the use of commercially reasonable best efforts referred to above); and no Credit Party shall, on or after the Execution Date locate any of its assets at any premises owned by Reuters (other than those assets already located there as of the Execution Date) and provided further, no Credit Party shall locate any of its assets having a book value in excess of $250,000 at any premises unless and until a landlord's agreement, mortgagee agreement or bailee letter, as applicable, each of which shall be satisfactory to Agent, has been obtained prior thereto. After the Restatement Closing Execution 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 Restatement Closing Execution Date without the prior written consent of AgentAgent or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such locationlocation if reasonably requested by Agent following prior written notice to Agent of such proposed arrangements. 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 permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Execution Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Within sixty (60) days after the Closing Date, and on December 31, 2002, and any time Agent shall request Lessee shall notify Agent of the status as of such date of obtaining of such landlord's agreements, mortgagee agreements or bailee letters, as applicable.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each As reasonably requested by Agent and to the extent not otherwise addressed to Agent’s reasonable satisfaction in the Final Order, 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, the mortgagee of each owned property and the or bailee with respect to each any warehouse, processor or converter facility or other location where Collateral having a value in excess of $500,000 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. After the Restatement Closing Date, no real property With respect to such locations 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 owned as of the Restatement Closing Date without and thereafter, if Agent has not received a landlord or mortgagee agreement, bailee letter or entry of the prior written consent Final Order providing for collateral access as of Agentthe Closing Date (or, unless and until a satisfactory landlord agreement or bailee letterif later, as appropriateof the date such location is acquired or leased), shall first have been obtained with respect any Borrower’s Eligible Inventory at that location shall, in Agent’s reasonable credit judgment, be excluded from the Borrowing Base or be subject to such locationReserves as may be established by Agent in its reasonable credit judgment. 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; provided, no Borrower shall be required to pay any such obligations the non-payment of which is permitted by the Bankruptcy Code. To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each (a) If there are any mortgaged premises, leased premises or bailment arrangements in existence on the Closing Date (other than any mortgage or deed of trust to secure the obligations in connection with the Bank Credit Party Facility existing on the Closing Date) with respect to the location or expected location of any Collateral, each Borrower shall use commercially reasonable efforts to obtain and deliver to the Administrative Agent a landlord's duly executed mortgagee agreement, mortgagee landlord’s agreement or bailee letter, letter (as applicable, the case may be) from the lessor of each leased propertyrelevant mortgagee, landlord or bailee (as the mortgagee of each owned property and the bailee with respect to each warehouse, processor or converter facility or other location where Collateral is stored or located, case may be) which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlordmortgagee, mortgagee landlord or bailee may assert against the Collateral (at that location), shall afford the Administrative Agent with reasonable access to the Collateral (at that location) and shall be otherwise be reasonably satisfactory in form and substance to Administrative Agent. If the Administrative Agent has not received any such mortgagee agreement, landlord’s agreement or bailee letter, the affected Collateral (at that location) may, in Administrative Agent’s discretion, be excluded from the Borrowing Base or be subject to such Reserves as the Administrative Agent may be deem necessary or appropriate in its reasonable credit judgment. (b) After the Restatement Closing Date, no real property where any of the Collateral is (or warehouse space is expected to be) located shall be leased mortgaged (other than any mortgage or deed of trust to secure obligations in connection with the Bank Credit Facility existing on the Closing Date) or leased, and no Collateral shall be the subject of any bailment, by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, Borrower unless and until such Borrower obtains and delivers to the Administrative Agent a satisfactory landlord duly executed mortgagee agreement, landlord’s agreement or bailee letterletter (as the case may be) from the relevant mortgagee, landlord or bailee (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 the case may be located. To be) in the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest form contemplated in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agentclause (a) above or, in each caseconnection with any refinancing of the Bank Credit Facility, in a form and substance reasonably satisfactory substantially similar to Agentthe provisions in paragraph 3(f) of the Intercreditor Agreement.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Unless Agent shall otherwise agree in writing, 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, the mortgagee of each owned property and the or bailee with respect to each 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 Effective Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Effective Date (or, if later, as of the date such location is acquired or leased), Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by Agent in its reasonable credit judgment. After the Restatement Closing Effective Date, no real property or warehouse space shall be leased by any Credit Party Party, and no material amount of Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Effective Date without the prior written consent of Agent (which consent, in Agent’s discretion, may be conditioned upon the exclusion from the Borrowing Base of Eligible Inventory at that location or the establishment of Reserves reasonably acceptable to Agent) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first or simultaneously 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 Except to the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Effective Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of AgentAgent or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, of the type referred to in the preceding sentence 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 permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real EstateEstate subject only to Permitted Encumbrances, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Unless Agent shall otherwise agree in writing, 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement Closing Effective Date, no real property or warehouse space shall be leased by any Credit Party Party, and no material amount of Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Effective Date without the prior written consent of AgentAgent or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first or simultaneously 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 Except to the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Effective Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Party Unless otherwise consented to by the Administrative Agent, each of the Parent, the Borrower and its Subsidiaries 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, the mortgagee of each owned property and the or bailee with respect to each 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 Administrative Agent. After the Restatement Closing Agreement Date, no material real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor of the Parent, the Borrower or converter its Subsidiaries under arrangements established after the Restatement Closing Agreement Date without the prior written consent of Agentthe 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 Party of the Parent, the Borrower and its Subsidiaries shall timely and fully pay and perform in all material respects its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party of the Parent, the Borrower or its Subsidiaries, proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Agreement Date, it shall first provide to the Administrative Agent a mortgage, debenture, mortgage or deed of trust or similar document granting the Administrative Agent a first priority Lien on such Real Estate, together with a with, if required by the Administrative Agent, environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each No later than sixty (60) days after the Closing Date, 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, the mortgagee of each owned real property and the or bailee with respect to each warehouse, processor or converter any warehouse facility or other location where Collateral (or evidence of Collateral) having a value of $250,000.00 or more is stored or locatedlocated as of the Closing Date (provided that the Credit Party who leases the facility in the State of New Jersey shall not be required to obtain a landlord's agreement from its New Jersey landlord until such time as such Credit Party shall renew or modify such existing lease or shall relocate its facility, in which event such Credit Party shall be obligated to provide Agent with such landlord 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 Agent or its 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 Agent. After Each Credit Party shall notify Agent in writing of any warehouse facility or other location where Collateral (or evidence of Collateral) having a value of less than $250,000.00 is stored or located as of the Restatement 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 Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased 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 Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent Agent, for the benefit of Lenders, a first priority Lien on such Real Estate, subject to Permitted Encumbrances, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. Each Credit Party Borrower shall use commercially reasonable its best efforts to obtain a landlord's ’s agreement, mortgagee agreement or bailee letter, as applicable, from the each lessor of each leased property, the mortgagee of each owned property and the or bailee with respect to each 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 AgentInvestment Manager. After the Restatement Closing Date, no real property or warehouse space shall be leased by Borrower or any Credit Party Subsidiary of Borrower and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of AgentInvestment Manager 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 Borrower shall and shall cause each of its Subsidiaries (as the case may be) to timely and fully pay and perform its their obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To In the extent permitted hereunder, if any Credit Party proposes to acquire event Borrower acquires a fee ownership interest in Real Estate real property after the Restatement Closing Date, it Borrower shall first provide deliver to Agent Investment Manager a mortgage, debenture, fully executed mortgage or deed of trust or similar document granting Agent a first priority Lien on over such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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 AgentInvestment Manager, together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall be reasonably requested by Investment Manager.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Unless Agent shall otherwise agree in writing, such 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, the mortgagee of each owned property and the or bailee with respect to each 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 Effective Date and thereafter, if Agent has not received a landlord or mortgagee agreement or bailee letter as of the Effective Date (or, if later, as of the date such location is acquired or leased), Eligible Inventory – U.S. or Eligible Inventory – Schaublin, as applicable, at that location shall be subject to such Reserves as may be established by Agent in its reasonable credit judgment. After the Restatement Closing Effective Date, no real property or warehouse space shall be leased by any such Credit Party Party, and no material amount of Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Effective Date without the prior written consent of Agent (which consent, in Agent’s discretion, may be conditioned upon the exclusion from the U.S. Borrowing Base or Schaublin Borrowing Base of Eligible Inventory – U.S. or Eligible Inventory – Schaublin at that location or the establishment of Reserves reasonably acceptable to Agent) or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first or simultaneously have been obtained with respect to such location. Each Such 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 Except to the extent otherwise permitted hereunder, if any such Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Effective Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each 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. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent (which consent, in Agent's discretion, may be conditioned upon the establishment of Reserves acceptable to Agent) or, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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. 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, the mortgagee of each owned property and the or bailee with respect to each 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 discretionPermitted Discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by Agent in its reasonable credit judgmentPermitted Discretion. After the Restatement 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 Restatement Closing Date without the prior written consent of Agent (which consent, in Agent’s discretionPermitted 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 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 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 Restatement Closing Date, it shall first promptly provide to Agent a mortgage, debenture, mortgage or deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a environmental audits, mortgage title insurance commitment, real property survey, on appraisal complying with FIRREA, local counsel opinion(s), within forty-five days of receipt of notice from Agent that Real Estate is located in a Special Flood Hazard Area, Federal Flood Insurance as required by subsection 5.4(a), and, if required by Agent, an environmental audit, mortgage title insurance commitment, 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.