Common use of Certain Leased Facilities Clause in Contracts

Certain Leased Facilities. Termination of Liens; ------------------------------------------------- Intercreditor Agreements; Trustee Agreements. -------------------------------------------- The Borrower shall: (i) Not consent to (i) any extension of the maturity of any Lessor Indebtedness beyond the maturity of such Lessor Indebtedness (without giving effect to any extension of such maturity after the Sixteenth Amendment Effective Date unless such extension of maturity is otherwise approved in accordance with this Agreement) or (ii) any refinancing, replacement or substitution of such Lessor Indebtedness unless, in the case of a refinancing, such refinancing is otherwise approved in accordance with this Agreement; (ii) Not consent to an increase in the amount of Lessor Indebtedness secured by Liens in favor of the Lessor Lenders in excess of the amount of such Indebtedness existing on the Sixteenth Amendment Effective Date; (iii) Not permit any Subsidiary Lessee to xxxxx x Xxxx on any asset of such Subsidiary Lessee (except as otherwise permitted by this Agreement) if the applicable Lessor or Lessor Lender has previously terminated its Liens or has never obtained a Lien on such asset; (iv) Deliver to the Administrative Agent for the benefit of the Banks an Intercreditor Agreement with respect each Lessor Lender and, if reasonably requested by the Administrative Agent, a Non-Disturbance Agreement. Each Non-Disturbance Agreement shall be satisfactory, in form and substance to the Agents. Borrower shall deliver or cause to be delivered to Administrative Agent a true and correct copy of each Non-Disturbance Agreement and the original of each Intercreditor Agreement within one (1) Business Day after such agreement has been executed pursuant to the preceding sentence. The Borrower shall use its best efforts to obtain each Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(A), and if the Borrower is not successful in obtaining such form of Intercreditor Agreement after using best efforts, then the Borrower shall use best efforts to obtain an Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(B). If the Borrower is not successful, after using best efforts, in obtaining either such form of Intercreditor Agreement, then the Borrower shall negotiate such other Intercreditor Agreement as is reasonably satisfactory, in form and substance, to the Administrative Agent; and (v) Cause if reasonably requested by the Administrative Agent, each Lessor listed on Schedule 6.01(aa) to execute and deliver to the ----------------- Administrative Agent a Trustee Agreement; provided, however, that if, with respect to Leased Facilities leased by Loan Parties prior to the Sixteenth Amendment Effective Date, following the Sixteenth Amendment Effective Date the Loan Parties are otherwise in compliance with all requirements under this Agreement relating to Lessor Indebtedness, Leased Facilities and Permitted Leased Facility Liens, then no additional Trustee Agreements will be required with respect to such Leased Facilities so long as the lease of such facility continues following the Sixteenth Amendment Effective Date on terms and conditions identical to those approved by the Required Banks prior to the Sixteenth Amendment Effective Date. Each Trustee Agreement shall be satisfactory, in form and substance to the Administrative Agent.

Certain Leased Facilities. Termination of Liens; ------------------------------------------------- Intercreditor Agreements; Trustee Agreements. -------------------------------------------- The Borrower shall: (i) Not consent Cause any Lien securing any Lessor Indebtedness to be terminated on or before the earlier of: (i) any extension of the maturity of any Lessor Indebtedness beyond the maturity of such Lessor Indebtedness (without giving effect to any extension of such maturity after the Sixteenth Amendment Effective Date unless such extension of maturity is otherwise approved in accordance with this Agreement) or (ii) any refinancing, replacement or substitution of such Lessor Indebtedness unless, in the case of a refinancing, such refinancing is otherwise approved in accordance with this Agreement; (ii) Not consent to an increase in permit the amount of Lessor Indebtedness secured by Liens in favor of the Lessor Lenders in excess of to exceed the amount of such Indebtedness existing on the Sixteenth Amendment Effective Date;; and (iii) Not permit any Cause each Subsidiary Lessee not to xxxxx x Xxxx on any asset of such Subsidiary Lessee (except as otherwise permitted by this Agreement) if the applicable Lessor or Lessor Lender has previously terminated its Liens or has never obtained a Lien on such asset; (iv) Deliver to the Administrative Agent for the benefit of the Banks an Intercreditor Agreement with respect each Lessor Lender and, if reasonably requested by the Administrative Agent, a Non-Disturbance Agreement. Each Non-Disturbance Agreement shall be satisfactory, in form and substance to the Agents. Borrower shall deliver or cause to be delivered to Administrative Agent a true and correct copy of each Non-Disturbance Agreement and the original of each Intercreditor Agreement within one (1) Business Day after such agreement has been executed pursuant to the preceding sentence. The Borrower shall use its best efforts to obtain each Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(A), and if the Borrower is not successful in obtaining such form of Intercreditor Agreement after using best efforts, then the Borrower shall use best efforts to obtain an Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(B). If the Borrower is not successful, after using best efforts, in obtaining either such form of Intercreditor Agreement, then the Borrower shall negotiate such other Intercreditor Agreement as is reasonably satisfactory, in form and substance, to the Administrative Agent; and (v) Cause if reasonably requested by the Administrative Agent, each Lessor listed on Schedule 6.01(aa) to execute and deliver to the ----------------- Administrative Agent a Trustee Agreement; provided, however, that if, with respect to Leased Facilities leased by Loan Parties prior to the Sixteenth Amendment Effective Date, following the Sixteenth Amendment Effective Date the Loan Parties are otherwise in compliance with all requirements under this Agreement relating to Lessor Indebtedness, Leased Facilities and Permitted Leased Facility Liens, then no additional Trustee Agreements will be required with respect to such Leased Facilities so long as the lease of such facility continues following the Sixteenth Amendment Effective Date on terms and conditions identical to those approved by the Required Banks prior to the Sixteenth Amendment Effective Date. Each Trustee Agreement shall be satisfactory, in form and substance to the Administrative Agent.

Certain Leased Facilities. Termination of Liens; ------------------------------------------------- Intercreditor Agreements; Trustee Agreements. -------------------------------------------- The Borrower shallAt the Closing: (ia) Not consent to (i) any extension of the maturity of any Lessor Indebtedness beyond the maturity of such Lessor Indebtedness (without giving effect to any extension of such maturity after the Sixteenth Amendment Effective Date unless such extension of maturity is otherwise approved in accordance with this Agreement) or (ii) any refinancingThe Individual Stockholders will deliver, replacement or substitution of such Lessor Indebtedness unlessat their own cost and expense, in the case of a refinancingan executed instrument, such refinancing is otherwise approved in accordance with this Agreement; (ii) Not consent to an increase in the amount of Lessor Indebtedness secured by Liens in favor of the Lessor Lenders in excess of the amount of such Indebtedness existing on the Sixteenth Amendment Effective Date; (iii) Not permit any Subsidiary Lessee to xxxxx x Xxxx on any asset of such Subsidiary Lessee (except as otherwise permitted by this Agreement) if the applicable Lessor or Lessor Lender has previously terminated its Liens or has never obtained a Lien on such asset; (iv) Deliver to the Administrative Agent for the benefit of the Banks an Intercreditor Agreement with respect each Lessor Lender and, if reasonably requested by the Administrative Agent, a Non-Disturbance Agreement. Each Non-Disturbance Agreement shall be satisfactory, satisfactory in form and substance to the Agents. Borrower shall deliver Purchaser and its attorneys, by which the landlord of the manufacturing facility located at 000 Xxxxxxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx, presently occupied by NEBH and NEBC, will cause the lease for such facilities to terminate on the second anniversary of the Closing, without any further liability to NEBH, NEBC or cause to be delivered to Administrative Agent a true and correct copy of each Non-Disturbance Agreement and the original of each Intercreditor Agreement within one (1) Business Day after such agreement has been executed pursuant to the preceding sentence. The Borrower shall use its best efforts to obtain each Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(A), and if the Borrower is not successful in obtaining such form of Intercreditor Agreement after using best efforts, then the Borrower shall use best efforts to obtain an Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(B). If the Borrower is not successful, after using best efforts, in obtaining either such form of Intercreditor Agreement, then the Borrower shall negotiate such other Intercreditor Agreement as is reasonably satisfactory, in form and substance, to the Administrative AgentPurchaser; and (vb) Cause if reasonably requested Beginning six months after the Closing, and subject to the terms and conditions of the applicable lease, the Individual Stockholders and CVCA will have the right to obtain a suitable subtenant or assignee for the additional facilities occupied by NEBH and NEBC at 000 Xxxxxxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx, and, in the Administrative event such subtenant or assignee shall duly occupy such facilities with the consent of the Purchaser (which consent shall not be unreasonably withheld) and the landlord of such facilities, the Purchaser shall cause any net rental received by it from such occupancy prior to the termination of the applicable lease immediately to be remitted to the Disbursing Agent, each Lessor listed on Schedule 6.01(aa) to execute and deliver who will pay such net rental to the ----------------- Administrative Agent a Trustee AgreementIndividual Stockholders and CVCA in the following percentages: Xxxxxxxx - 21.85714%; Middleton - 21.85714%; Xxxxxxxx - 7.28572%; and CVCA - 49%. For purposes of this provision, "net rental" shall mean the gross rental or other sums actually received by Purchaser from such subtenant or assignee, less the cost to Purchaser of (i) any fix-up or repair activities for, and capital improvements in, such facilities required by such subtenant or assignee, and (ii) any expenditures of Purchaser in attempting to obtain such subtenant or assignee; provided, however, however that if, with respect to Leased Facilities leased by Loan Parties prior any such deductions shall not include monthly rental charges payable to the Sixteenth Amendment Effective Datelandlord of such facilities, following the Sixteenth Amendment Effective Date amounts of which have been taken into consideration in the Loan Parties are calculation of the Purchase Price. If such subtenant or assignee should default in the payment of rental due after occupying such facilities, Purchaser shall be entitled, after such default, to withhold payment of any amounts otherwise in compliance with all requirements due the Individual Stockholders and CVCA under this Agreement relating subsection. In addition to Lessor Indebtednesspaying any net rental to the Individual Stockholders and CVCA as contemplated by this subsection, Leased Facilities and Permitted Leased Facility Liens, then no additional Trustee Agreements will the Purchaser shall be required with respect to such Leased Facilities so long as pay to the lease Individual Stockholders and CVCA, in the percentages described above in this subsection, the amount representing the actual gross rents forgiven by the landlord of such facility continues following facilities in connection with any sale or other transfer of such facilities as a result of which the Sixteenth Amendment Effective Date on terms and conditions identical Purchaser (or any subtenant or assignee) ceases to those approved by the Required Banks prior to the Sixteenth Amendment Effective Date. Each Trustee Agreement shall be satisfactory, in form and substance to the Administrative Agentoccupy such facilities.

Certain Leased Facilities. Termination of Liens; ------------------------------------------------- Intercreditor Agreements; Trustee Agreements. -------------------------------------------- The Borrower shall: (i) Not consent Cause any Lien securing any Lessor Indebtedness to be terminated on or before the earlier of: (i) any extension of the maturity of any Lessor Indebtedness beyond the maturity of such Lessor Indebtedness (without giving effect to any extension of such maturity after the Sixteenth Amendment Effective Date unless such extension of maturity is otherwise approved in accordance with this Agreement) or (ii) any refinancing, replacement or substitution of such Lessor Indebtedness unless, in the case of a refinancing, such refinancing is otherwise approved in accordance with this Agreement; (ii) Not consent to an increase in permit the amount of Lessor Indebtedness secured by Liens in favor of the Lessor Lenders in excess of to exceed the amount of such Indebtedness existing on the Sixteenth Amendment Effective Date;; and (iii) Not permit any Cause each Subsidiary Lessee not to xxxxx x Xxxx on any asset of such Subsidiary Lessee (except as otherwise permitted by this Agreement) if the applicable Lessor or Lessor Lender has previously terminated its Liens or has never obtained a Lien on such asset; (iv) Deliver to the Administrative Agent for the benefit of the Banks an Intercreditor Agreement with respect each Lessor Lender and, if reasonably requested by the Administrative Agent, a Non-Disturbance Agreement. Each Non-Disturbance Agreement shall be satisfactory, in form and substance to the Agents. Borrower shall deliver or cause to be delivered to Administrative Agent a true and correct copy of each Non-Disturbance Agreement and the original of each Intercreditor Agreement within one (1) Business Day after such agreement has been executed pursuant to the preceding sentence. The Borrower shall use its best efforts to obtain each Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(A), and if the Borrower is not successful in obtaining such form of Intercreditor Agreement after using best efforts, then the Borrower shall use best efforts to obtain an Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(B). If the Borrower is not successful, after using best efforts, in obtaining either such form of Intercreditor Agreement, then the Borrower shall negotiate such other Intercreditor Agreement as is reasonably satisfactory, in form and substance, to the Administrative Agent; and (v) Cause if reasonably requested by the Administrative Agent, each Lessor listed on Schedule 6.01(aa) to execute and deliver to the ----------------- Administrative Agent a Trustee Agreement; provided, however, that if, with respect to Leased Facilities leased by Loan Parties prior to the Sixteenth Amendment Effective Closing Date, following the Sixteenth Amendment Effective Closing Date the Loan Parties are otherwise in compliance with all requirements under this Agreement relating to Lessor Indebtedness, Leased Facilities and Permitted Leased Facility Liens, then no additional Trustee Agreements will be required with respect to such Leased Facilities so long as the lease of such facility continues following the Sixteenth Amendment Effective Closing Date on terms and conditions identical to those approved by the Required Banks in effect prior to the Sixteenth Amendment Effective Closing Date. Each Trustee Agreement shall be satisfactory, in form and substance to the Administrative Agent.

Certain Leased Facilities. Termination of Liens; --- ------------------------------------------------- Intercreditor Agreements; Trustee Agreements. -------------------------------------------- The Borrower shall: (i) Not consent Cause any Lien securing any Lessor Indebtedness to be terminated on or before the earlier of: (i) any extension of the maturity of any Lessor Indebtedness beyond the maturity of such Lessor Indebtedness (without giving effect to any extension of such maturity after the Sixteenth Amendment Effective Date unless such extension of maturity is otherwise approved in accordance with this Agreement) or (ii) any refinancing, replacement or substitution of such Lessor Indebtedness unless, in the case of a refinancing, such refinancing is otherwise approved in accordance with this Agreement; (ii) Not consent to an increase in the amount of Lessor Indebtedness secured by Liens in favor of the Lessor Lenders in excess of the amount of such Indebtedness existing on the Sixteenth Amendment Effective Date;; and (iii) Not permit any Subsidiary Lessee to xxxxx x Xxxx on any asset of such Subsidiary Lessee (except as otherwise permitted by this Agreement) if the applicable Lessor or Lessor Lender has previously terminated its Liens or has never obtained a Lien on such asset; (iv) Deliver to the Administrative Agent for the benefit of the Banks an Intercreditor Agreement with respect each Lessor Lender and, if reasonably requested by the Administrative Agent, a Non-Disturbance Agreement. Each Non-Disturbance Agreement shall be satisfactory, in form and substance to the Agents. Borrower shall deliver or cause to be delivered to Administrative Agent a true and correct copy of each Non-Disturbance Agreement and the original of each Intercreditor Agreement within one (1) Business Day after such agreement has been executed pursuant to the preceding sentence. The Borrower shall use its best efforts to obtain each Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(A), and if the Borrower is not successful in obtaining such form of Intercreditor Agreement after using best efforts, then the Borrower shall use best efforts to obtain an Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(B). If the Borrower is not successful, after using best efforts, in obtaining either such form of Intercreditor Agreement, then the Borrower shall negotiate such other Intercreditor Agreement as is reasonably satisfactory, in form and substance, to the Administrative Agent; and (v) Cause if reasonably requested by the Administrative Agent, each Lessor listed on Schedule 6.01(aa) to execute and deliver to the ----------------- Administrative Agent a Trustee Agreement; provided, however, that if, with respect to Leased Facilities leased by Loan Parties prior to the Sixteenth Amendment Effective Closing Date, following the Sixteenth Amendment Effective Closing Date the Loan Parties are otherwise in compliance with all requirements under this Agreement relating to Lessor Indebtedness, Leased Facilities and Permitted Leased Facility Liens, then no additional Trustee Agreements will be required with respect to such Leased Facilities so long as the lease of such facility continues following the Sixteenth Amendment Effective Closing Date on terms and conditions identical to those approved by the Required Banks in effect prior to the Sixteenth Amendment Effective Closing Date. Each Trustee Agreement shall be satisfactory, in form and substance to the Administrative Agent.

Certain Leased Facilities. Termination of Liens; ------------------------------------------------- Intercreditor --------------------------------------------------------------- Agreements; Trustee Agreements. -------------------------------------------- ------------------------------ The Borrower shall: (i) Not consent Cause any Lien securing any Lessor Indebtedness to be terminated on or before the earlier of: (i) any extension of the maturity of any Lessor Indebtedness beyond the maturity of such Lessor Indebtedness (without giving effect to any extension of such maturity after the Sixteenth Amendment Effective Date unless such extension of maturity is otherwise approved in accordance with this Agreement) or (ii) any refinancing, replacement or substitution of such Lessor Indebtedness unless, in the case of a refinancing, such refinancing is otherwise approved in accordance with this Agreement; (ii) Not consent to an increase in the amount of Lessor Indebtedness secured by Liens in favor of the Lessor Lenders in excess of the amount of such Indebtedness existing on the Sixteenth Amendment Effective Date;; and (iii) Not permit any Subsidiary Lessee to xxxxx x Xxxx on any asset of such Subsidiary Lessee (except as otherwise permitted by this Agreement) if the applicable Lessor or Lessor Lender has previously terminated its Liens or has never obtained a Lien on such asset; (iv) Deliver to the Administrative Agent for the benefit of the Banks an Intercreditor Agreement with respect each Lessor Lender and, if reasonably requested by the Administrative Agent, a Non-Disturbance Agreement. Each Non-Disturbance Agreement shall be satisfactory, in form and substance to the Agents. Borrower shall deliver or cause to be delivered to Administrative Agent a true and correct copy of each Non-Disturbance Agreement and the original of each Intercreditor Agreement within one (1) Business Day after such agreement has been executed pursuant to the preceding sentence. The Borrower shall use its best efforts to obtain each Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(A), and if the Borrower is not successful in obtaining such form of Intercreditor Agreement after using best efforts, then the Borrower shall use best efforts to obtain an Intercreditor Agreement in the form of Exhibit 1.01(I)(1)(B). If the Borrower is not successful, after using best efforts, in obtaining either such form of Intercreditor Agreement, then the Borrower shall negotiate such other Intercreditor Agreement as is reasonably satisfactory, in form and substance, to the Administrative Agent; and (v) Cause if reasonably requested by the Administrative Agent, each Lessor listed on Schedule 6.01(aa) to execute and deliver to the ----------------- Administrative Agent a Trustee Agreement; provided, however, that if, with respect to Leased Facilities leased by Loan Parties prior to the Sixteenth Amendment Effective Closing Date, following the Sixteenth Amendment Effective Closing Date the Loan Parties are otherwise in compliance with all requirements under this Agreement relating to Lessor Indebtedness, Leased Facilities and Permitted Leased Facility Liens, then no additional Trustee Agreements will be required with respect to such Leased Facilities so long as the lease of such facility continues following the Sixteenth Amendment Effective Closing Date on terms and conditions identical to those approved by the Required Banks in effect prior to the Sixteenth Amendment Effective Closing Date. Each Trustee Agreement shall be satisfactory, in form and substance to the Administrative Agent.