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 its reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (including, without limitation, farms), mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where ABL Priority Collateral with a book value in excess of $5,000,000 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 Initial Borrowing Date and thereafter, if the Collateral Agent has not received a landlord or mortgagee agreement or bailee letter as of the Initial Borrowing 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 Permitted 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 except to the extent that the same are being contested in good faith.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each With respect to locations in the United States only, each Credit Party shall use its commercially reasonable efforts to obtain a landlord’s landlord waiver, collateral access agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (including, without limitation, farms)property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where ABL Priority Collateral Inventory of a Credit Party with a book value in excess of $5,000,000 1,000,000 is stored or locatedlocated (other than any retail store operated by the Borrowers or its Subsidiaries), which agreement or letter shall (unless otherwise agreed to in writing by the 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 the Administrative Agent. With respect to such locations or warehouse space leased or owned as of the Initial Borrowing Effective Date and thereafterthereafter in the United States, if the Collateral Agent has not received a landlord landlord, collateral access or mortgagee agreement or bailee letter as of the Initial Borrowing Effective 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, shall be subject to such Reserves as may be established by the Administrative Agent in its Permitted DiscretionDiscretion in accordance with clause (f) of the definition of “Eligible Inventory”. 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 in the United States where any Collateral is or may be located located, except to the extent that the same are being contested in good faith; provided, that, the Credit Parties’ failure to comply with the foregoing shall not constitute a Default or Event of Default under this Section 9.14 unless such failure of compliance with the foregoing is with respect to leased locations or public warehouses (a) where, individually or in the aggregate, Inventory of the Credit Parties (or any of them) with a book value in excess of $1,000,000, is stored or located, or (b) where any Credit Party’s books and records are kept or maintained, and such failure results in (x) the termination of the leases or other agreements with respect to any such leased locations or public warehouses, (y) the termination of a Credit Party’s access rights with respect to any such leased locations or public warehouses, or (z) the commencement of any other enforcement action by the lessors or bailees, as applicable, with respect to any such leased locations or public warehouses.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party The Company shall use its reasonable efforts to obtain (within 90 days following the Closing Date, in the case of such properties owned, leased or in use as of the Closing Date) a landlord’s agreementLandlord Personal Property Collateral Access Agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (including, without limitation, farms), mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Inventory constituting ABL Priority Collateral with a book value in excess of $5,000,000 is stored or located, which agreement or letter shall (unless otherwise agreed to in writing by the 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 provide the Administrative Agent with access to the Collateral held at such 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 Initial Borrowing Closing Date and thereafter, if the Collateral Administrative Agent has not received a landlord or mortgagee agreement or bailee letter as of the Initial Borrowing Closing Date (or, if later, as of the date such location is acquired or leased), any Eligible no Inventory at that location shall, in Administrative Agent’s reasonable discretion, shall be subject Eligible Inventory unless Reserves reasonably satisfactory to such Reserves as may be established by the Administrative Agent in its Permitted Discretionhave been established with respect thereto. 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 except to the extent that the same are being contested in good faith.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use its commercially reasonable efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (including, without limitation, farms)property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where ABL Priority Collateral with a book value in excess of $5,000,000 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 Initial Borrowing Closing Date and or thereafter, if the Collateral Agent has not received a landlord or mortgagee agreement or bailee letter as of the Initial Borrowing Closing Date (or, if later, as of the date such location is acquired or leased), any the 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 Permitted Discretionreasonable credit judgment up to three months’ rent or storage charges (as applicable) for each such location. Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and otherwise perform 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 except to the extent that the same are being contested in good faithlocated.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party shall use its reasonable efforts to obtain a landlord’s 's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (including, without limitation, farms), mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where ABL Priority Collateral with a book value in excess of $5,000,000 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 Initial Borrowing Date and thereafter, if the Collateral Agent has not received a landlord or mortgagee agreement or bailee letter as of the Initial Borrowing 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 's reasonable discretion, be subject to such Reserves as may be established by Administrative Agent in its Permitted 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 except to the extent that the same are being contested in good faith.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. (a) Each Credit Party shall use its commercially reasonable efforts to obtain a landlord’s waiver and consent agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (including, without limitation, farms)property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where ABL Priority Collateral with a book value in excess of $5,000,000 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 locationlocation (provided, that the landlord’s waiver and consent agreement may provide that upon the maturity of the term of the lease in the ordinary course, the landlord shall be entitled, in accordance with the terms of the applicable lease, to retain any Collateral which, but for the applicable landlord’s waiver and consent agreement, would have been deemed to be a fixture), 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 Initial Borrowing Original Closing Date and thereafter, if the Collateral Agent has not received a landlord landlord’s agreement or mortgagee agreement or bailee letter as of the Initial Borrowing Original Closing Date (or, if later, as of the date such location is acquired or leasedleased (or such later date as may be agreed to by Agent in its sole discretion), any Eligible Inventory the Collateral at that location shall, in Administrative Agent’s reasonable discretioncredit judgment, be subject to such Reserves as may be established by Administrative Agent in its Permitted 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 except to the extent that the same are being contested in good faitha Rent Reserve.

Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases. Each With respect to locations in the United States only, each Credit Party shall use its commercially reasonable efforts to obtain a landlord’s landlord waiver, collateral access agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property (including, without limitation, farms)property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where ABL Priority Collateral Inventory of a Credit Party with a book value in excess of $5,000,000 1,000,000 is stored or locatedlocated (other than any retail store operated by the Borrowers or its Restricted Subsidiaries), which agreement or letter shall (unless otherwise agreed to in writing by the 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 the Administrative Agent. With respect to such locations or warehouse space leased or owned as of the Initial Borrowing Effective Date and thereafterthereafter in the United States, if the Collateral Agent has not received a landlord landlord, collateral access or mortgagee agreement or bailee letter as of the Initial Borrowing Effective 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, shall be subject to such Reserves as may be established by the Administrative Agent in its Permitted DiscretionDiscretion in accordance with clause (f) of the definition of “Eligible Inventory”. 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 in the United States where any Collateral is or may be located except to the extent that the same are being contested in good faith.