Common use of Delivery of Third-Party Agreements Clause in Contracts

Delivery of Third-Party Agreements. (a) Subject to the terms and conditions and other rights set forth in any Intercreditor Agreement, for any existing lease of a Loan Party and in the event that any Loan Party shall enter into a new lease with respect to a new or additional operating location after the Closing Date where more than $500,000 of equipment or other similar assets constituting Term Loan Priority Collateral (as defined in the A&R Intercreditor Agreement) will be located, then such Loan Party shall, upon Agent’s request (at direction for the Required Lenders), within sixty (60) days following the Closing Date or execution of such lease, as applicable, use commercially reasonable efforts to obtain from the applicable landlord and deliver to Agent a Collateral Access Agreement with respect to such lease, in form and substance reasonably satisfactory to Agent and Required Lenders; provided that no Loan Party shall be deemed in breach of this provision if the applicable landlord does not execute or deliver such Collateral Access Agreement. (b) [reserved]. (c) Subject to the terms and conditions and other rights set forth in an Intercreditor Agreement, upon the acquisition by Loan Party after the Closing Date of any fee interest in any real property (wherever located) (each such interest, a “New Facility”) with a Current Value (as defined below) in excess of $500,000, promptly so notify Agent, setting forth with reasonable specificity a description of the interest acquired, the location of the real property, any structures or improvements. For purposes of this Section 6.14(c), the “Current Value” shall be calculated as the greater of (i) either an appraisal or such Loan Party’s good-faith and reasonable estimate of the current fair market value of such real property and (ii) the value of such real property at the time of its acquisition. Agent (at the direction of the Required Lenders) shall notify such Loan Party whether it intends to require a Mortgage (and any other Real Property Deliverables) with respect to any such New Facility with a Current Value in excess of $500,000. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables), the Loan Party that has acquired such New Facility shall promptly furnish the same to Agent within ninety (90) days of such Loan Party’s receipt of such notice. The Borrower shall pay all actual fees and out-of-pocket expenses, including, without limitation, reasonable attorneys’ fees and expenses, and all customary title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 6.14(c).

Delivery of Third-Party Agreements. (ai) Subject to the terms and conditions and other rights set forth in any Intercreditor Agreement, for any existing lease of a Loan Party and in In the event that any Loan Note Party shall enter into at any time be a new party to a lease with respect to a new any location where $250,000 or additional operating location after the Closing Date where more than $500,000 of equipment or other similar assets constituting Term Loan Priority Collateral (as defined in the A&R Intercreditor Agreement) will be located, then such Loan Note Party shall, upon Agentthe Holder’s request (at direction for the Required Lenders)request, within sixty (60) days following after the Closing Date or date hereof (or, with respect to any lease entered into after the date hereof, within sixty (60) days after the execution of such lease, as applicable), use commercially reasonable efforts to obtain from the applicable landlord and deliver to the Collateral Agent a Collateral Landlord Subordination and Access Agreement with respect to such lease, in form and substance reasonably satisfactory to Agent the Majority Holders and Required Lenders; provided that no Loan Party shall be deemed in breach of this provision if the applicable landlord does not execute or deliver such Collateral Access AgreementAgent, as to its rights, duties and obligations. (bii) [reserved]Within sixty (60) days following the Holder’s written request, the applicable Note Party shall obtain and deliver to the Collateral Agent a Notice and Access Agreement for any location that contains or any Person that holds greater than $250,000. (ciii) Subject to In the terms and conditions and other rights set forth in an Intercreditor Agreement, upon the acquisition by Loan event that any Note Party after the Closing Date of shall at any time own or acquire any fee interest in any real property (wherever located) (each such interest, interest being a “New Facility”) with a Current Value (as defined below) in excess of $500,000300,000, the Borrower shall promptly so notify the Collateral Agent, setting forth with reasonable specificity a description of the interest acquired, the location of the real property, any structures or improvements. For purposes of this Section 6.14(c), the “Current Value” shall be calculated as the greater of (i) improvements thereon and either an appraisal or such Loan Note Party’s good-faith and reasonable estimate of the current fair market value of such real property and (ii) the value of such real property at the time of its acquisitionsuch acquisition (for purposes of this Section, the “Current Value”). The Collateral Agent (at the direction of the Required LendersMajority Holders) shall notify such Loan the Borrower or the applicable Note Party whether it intends to require a Mortgage (and any other Real Property Deliverables) with respect to any such New Facility with a Current Value in excess of $500,000300,000. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables), the Loan applicable Note Party that has acquired such New Facility shall promptly furnish the same to the Collateral Agent within ninety (90) days of such Loan Note Party’s receipt of such notice. The Borrower Note Parties shall pay all actual reasonable fees and out-of-pocket expenses, including, without limitation, including reasonable and documented attorneys’ fees and expenses, and all customary and reasonable title insurance charges and premiums, in connection with each Loan Party’s its obligations under this Section 6.14(c7(o)(iii).

Delivery of Third-Party Agreements. (a) Subject Borrower shall not be required to deliver to Agent a Landlord Subordination and Access Agreement with respect to the terms and conditions and other rights set forth in any Intercreditor AgreementBorrower’s headquarters at 0000 Xxxxxxxx Xxxxxx Xxxxx, for any existing lease of a Loan Party and in Xxxxx 000, Xxxxxx XX 00000. In the event that any Loan Party (other than any Foreign Subsidiary) shall enter into a new lease with respect to a new or additional operating location after the Closing Date where $250,000 or more than $500,000 of equipment or other similar assets constituting Term Loan Priority Collateral (as defined in the A&R Intercreditor Agreement) will be located, then such Loan Party shall, upon Agent’s request (at direction for the Required Lenders)request, within sixty (60) days following the Closing Date or execution of such lease, as applicable, use commercially reasonable efforts to obtain from the applicable landlord and deliver to Agent a Collateral Landlord Subordination and Access Agreement with respect to such new lease, in form and substance reasonably satisfactory to Agent and Required Lenders; provided that no Loan Party shall be deemed in breach of this provision if the applicable landlord does not execute or deliver such Collateral Access Agreement. (b) [reserved]Within sixty (60) days following Agent’s written request (at the direction of the Required Lenders), each Loan Party (other than any Foreign Subsidiary) shall obtain and deliver to Agent a Notice and Access Agreement in form and substance satisfactory to Agent and Required Lenders, for any location that contains or any Person that holds greater than the greater of (x) $150,000 in Inventory or (y) 5% of the Loan Parties’ Inventory. (c) Subject to the terms and conditions and other rights set forth in an Intercreditor Agreement, upon Upon the acquisition by any Loan Party (other than any Foreign Subsidiary) after the Closing Date date hereof of any fee interest in any real property (wherever located) (each such interest, interest being a “New Facility”) with a Current Value (as defined below) in excess of $500,0001,000,000, promptly so notify Agent, setting forth with reasonable specificity a description of the interest acquired, the location of the real property, any structures or improvements. For purposes of this Section 6.14(c), the “Current Value” shall be calculated as the greater of (i) improvements thereon and either an appraisal or such Loan Party’s good-faith and reasonable estimate of the current fair market value of such real property and (ii) the value of such real property at the time of its acquisitionsuch acquisition (for purposes of this Section, the “Current Value”). Agent (at the direction of the Required Lenders) shall notify such Loan Party (other than any Foreign Subsidiary) whether it intends to require a Mortgage (and any other Real Property Deliverables) with respect to any such New Facility with a Current Value in excess of $500,0001,000,000. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables), the Loan Party Person (other than any Foreign Subsidiary) that has acquired such New Facility shall promptly furnish the same to Agent within ninety (90) 90 days of such Loan PartyPerson’s receipt of such notice. The Borrower shall pay all actual reasonable fees and out-of-pocket expenses, including, without limitation, reasonable and documented attorneys’ fees and expenses, and all customary and reasonable title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 6.14(c).

Delivery of Third-Party Agreements. (a) Subject to the terms and conditions and other rights set forth in any the Intercreditor Agreement, for any existing lease of a Loan Party and in the event that any Loan Party shall enter into a new lease with respect to a new or additional operating location after the Closing Date where more than $500,000 of equipment or other similar assets constituting Term Loan Priority Collateral (as defined in the A&R Intercreditor Agreement) will be located, then such Loan Party shall, upon Agent’s request (at direction for the Required Lenders), within sixty (60) days following the Closing Date or execution of such lease, as applicable, use commercially reasonable efforts to obtain from the applicable landlord and deliver to Agent a Collateral Access Agreement with respect to such lease, in form and substance reasonably satisfactory to Agent and Required Lenders; provided that no Loan Party shall be deemed in breach of this provision if the applicable landlord does not execute or deliver such Collateral Access Agreement. (b) [reserved]. (c) Subject to the terms and conditions and other rights set forth in an the Intercreditor Agreement, upon the acquisition by Loan Party after the Closing Date date hereof of any fee interest in any real property (wherever located) (each such interest, a “New Facility”) with a Current Value (as defined below) in excess of $500,000, promptly so notify Agent, setting forth with reasonable specificity a description of the interest acquired, the location of the real property, any structures or improvements. For purposes of this Section 6.14(c), the “Current Value” shall be calculated as the greater of (i) either an appraisal or such Loan Party’s good-faith and reasonable estimate of the current fair market value of such real property and (ii) the value of such real property at the time of its acquisition. Agent (at the direction of the Required Lenders) shall notify such Loan Party whether it intends to require a Mortgage (and any other Real Property Deliverables) with respect to any such New Facility with a Current Value in excess of $500,000. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables), the Loan Party that has acquired such New Facility shall promptly furnish the same to Agent within ninety (90) days of such Loan Party’s receipt of such notice. The Borrower shall pay all actual fees and out-of-pocket expenses, including, without limitation, reasonable attorneys’ fees and expenses, and all customary title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 6.14(c).

Delivery of Third-Party Agreements. (a) Subject to the terms and conditions and other rights set forth in any theany Intercreditor Agreement, for any existing lease of a Loan Party and in the event that any Loan Party shall enter into a new lease with respect to a new or additional operating location after the Closing Date where more than $500,000 of equipment or other similar assets constituting Term Loan Priority Collateral (as defined in the A&R Intercreditor Agreement) will be located, then such Loan Party shall, upon Agent’s request (at direction for the Required Lenders), within sixty (60) days following the Closing Date or execution of such lease, as applicable, use commercially reasonable efforts to obtain from the applicable landlord and deliver to Agent a Collateral Access Agreement with respect to such lease, in form and substance reasonably satisfactory to Agent and Required Lenders; provided that no Loan Party shall be deemed in breach of this provision if the applicable landlord does not execute or deliver such Collateral Access Agreement. (b) [reserved]. (c) Subject to the terms and conditions and other rights set forth in an thean Intercreditor Agreement, upon the acquisition by Loan Party after the Closing Date of any fee interest in any real property (wherever located) (each such interest, a “New Facility”) with a Current Value (as defined below) in excess of $500,000, promptly so notify Agent, setting forth with reasonable specificity a description of the interest acquired, the location of the real property, any structures or improvements. For purposes of this Section 6.14(c), the “Current Value” shall be calculated as the greater of (i) either an appraisal or such Loan Party’s good-faith and reasonable estimate of the current fair market value of such real property and (ii) the value of such real property at the time of its acquisition. Agent (at the direction of the Required Lenders) shall notify such Loan Party whether it intends to require a Mortgage (and any other Real Property Deliverables) with respect to any such New Facility with a Current Value in excess of $500,000. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables), the Loan Party that has acquired such New Facility shall promptly furnish the same to Agent within ninety (90) days of such Loan Party’s receipt of such notice. The Borrower shall pay all actual fees and out-of-pocket expenses, including, without limitation, reasonable attorneys’ fees and expenses, and all customary title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 6.14(c).