Future Leased Property and Future Acquisitions of Real Property; Future Acquisition of Other Property. (a) Prior to entering into any new lease of real property or renewing any existing lease of real property following the Amendment Effective Date (including any lease entered into in connection with a Sale and Leaseback Transaction), each of the Borrower and each Parent Guarantor shall, and shall cause each of their respective Subsidiaries that is not a Foreign Subsidiary to, use its (and their) commercially reasonable best efforts (which shall not require the expenditure of cash or the making of any material concessions under the relevant lease) to deliver to the Administrative Agent a Property Waiver executed by the lessor of any real property that is to be leased by the Borrower, such Parent Guarantor or such Subsidiary for a term in excess of one year in any state which by statute grants such lessor a "landlord's" (or similar) Lien which is superior to the Administrative Agent's. (b) In the event that the Borrower, any Parent Guarantor or any of their respective Subsidiaries that is not a Foreign Subsidiary shall acquire any real property having a value as determined in good faith by the Agents in excess of $1,000,000 in the aggregate, the Borrower, such Parent Guarantor or such Subsidiary shall, promptly after such acquisition, execute a Mortgage and provide the Agents with (i) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Agents, desirable effectively to create a valid, perfected first priority Lien, subject to Liens permitted by Section 7.2.3, against the properties purported to be covered thereby, (ii) mortgagee's title insurance policies in favor of the Administrative Agent for the benefit of the Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Agents, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Agents, and such policies shall also include a revolving credit endorsement and such other endorsements as the Agents shall request and shall be accompanied by evidence of the payment in full of all premiums thereon, and (iii) such other approvals, opinions, or documents as the Agents may reasonably request; provided, however, that the Borrower or any of its Subsidiaries that is not a Foreign Subsidiary will not have to execute and deliver a Mortgage in respect of such property under the terms of this clause (b) if (A) the Borrower or such Subsidiary acquires such property for the purposes of entering into a Sale and Leaseback Transaction pursuant to Section 7.2.14 (such property a "Subject Property"), (B) such Subject Property is sold within one year of the date of its purchase, and (C) the Valuation Amount of such Subject Property when taken together with the Valuation Amount of each other Subject Property owned by the Borrower and its Subsidiaries does not exceed $7,000,000 at any time. (c) In accordance with the terms and provisions of the Security Documents, provide the Agents with evidence of all recordings and filings as may be necessary or, in the reasonable opinion of the Agents, desirable to create a valid, perfected first priority Lien, subject to the Liens permitted by Section 7.2.3, against all property acquired after the Amendment Effective Date (excluding leases of real property).
Appears in 1 contract
Samples: Credit Agreement (Dri I Inc)
Future Leased Property and Future Acquisitions of Real Property; Future Acquisition of Other Property. (a) Prior to entering into any new lease of real property or renewing any existing lease of real property following the Amendment Effective Date (including any lease entered into in connection with a Sale Date, other than pursuant to the Acquisition, Holdings and Leaseback Transaction), each of the Borrower and each Parent Guarantor shall, and shall cause each of their respective U.S. Subsidiaries that is not a Foreign Subsidiary are Restricted Subsidiaries to, use its (and their) commercially reasonable best efforts (which shall not require the expenditure of cash or the making of any material concessions under the relevant lease) to deliver to the Administrative Collateral Agent a Property Waiver executed by the lessor of any real property that is to be leased by Holdings, the Borrower, such Parent Guarantor Borrower or such U.S. Subsidiary for a term in excess of one year in any state which by statute grants such lessor a "landlord's" (or similar) Lien which is superior to the Administrative Collateral Agent's, to the extent the value of any personal property of Holdings, the Borrower or its U.S. Subsidiaries that are Restricted Subsidiaries to be held at such leased property exceeds (or it is anticipated that the value of such personal property will, at any point in time during the term of such leasehold term, exceed) $6,000,000, excluding inventory and equipment located at document service centers maintained by Holdings, the Borrower or any of the Restricted Subsidiaries at sites owned or leased by clients of Holdings, the Borrower or any such Restricted Subsidiary.
(b) In the event that Holdings, the Borrower, any Parent Guarantor Borrower or any of their respective U.S. Subsidiaries that is not a Foreign Subsidiary are Restricted Subsidiaries shall acquire any fee interest in real property having a value as determined in good faith by the Agents Collateral Agent in excess of $1,000,000 3,000,000 in the aggregateaggregate other than pursuant to the Acquisition, Holdings, the Borrower, such Parent Guarantor Borrower or such the applicable U.S. Subsidiary shall, promptly after such acquisition, execute a Mortgage in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Lenders, and provide the Agents Collateral Agent with (i) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the AgentsCollateral Agent, desirable effectively to create a valid, perfected perfected, first priority Lien, subject to Liens permitted by Section 7.2.3, against the properties purported to be covered thereby, (ii) mortgagee's title insurance policies in favor of the Administrative Agent Collateral Agent, as mortgagee for the ratable benefit of the Secured Parties Lenders, in amounts and in form and substance and issued by insurers, in each case reasonably satisfactory to the AgentsCollateral Agent, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable indefeasible and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as permitted by Section 7.2.3 or as approved by the AgentsCollateral Agent, and such policies shall also include include, to the extent available on commercially reasonable terms, a revolving credit endorsement and such other endorsements as the Agents Collateral Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon, and (iii) such other approvals, opinions, or documents as the Agents Collateral Agent may reasonably request; provided, however, that the Borrower or any of its Subsidiaries that is not a Foreign Subsidiary will not have to execute and deliver a Mortgage in respect of such property under the terms of this clause (b) if (A) the Borrower or such Subsidiary acquires such property for the purposes of entering into a Sale and Leaseback Transaction pursuant to Section 7.2.14 (such property a "Subject Property"), (B) such Subject Property is sold within one year of the date of its purchase, and (C) the Valuation Amount of such Subject Property when taken together with the Valuation Amount of each other Subject Property owned by the Borrower and its Subsidiaries does not exceed $7,000,000 at any time.
(c) In accordance with the terms and provisions of the Pledge and Security DocumentsAgreement, Holdings, the Borrower and each U.S. Subsidiary that is a Restricted Subsidiary shall provide the Agents Collateral Agent with evidence of all recordings and filings as may be necessary or, in the reasonable opinion of the AgentsCollateral Agent, desirable to create a valid, perfected first priority Lien, subject to the Liens permitted by Section 7.2.3, against all property acquired (other than pursuant to the Acquisition) after the Amendment Effective Date (excluding motor vehicles, foreign intellectual property, leases of real property), inventory and equipment located at document service centers maintained by Holdings, the Borrower or any of the Restricted Subsidiaries at sites owned or leased by clients of Holdings, the Borrower or any such Restricted Subsidiary and (except to the extent required under clause (b) of this Section 7.1.8) fee interests in real property) and not otherwise subject to Section 7.1.12 or 7.1.13.
Appears in 1 contract
Samples: Lender Consent Letter (Merrill Corp)
Future Leased Property and Future Acquisitions of Real Property; Future Acquisition of Other Property. (a) Prior to entering into any new lease of real property or renewing any existing lease of real property following the Amendment Effective Date (including any lease entered into in connection with a Sale and Leaseback Transaction)Date, each of the Borrower and each Parent Guarantor shall, and shall cause each of their respective its U.S. Subsidiaries that is not a Foreign Subsidiary are Restricted Subsidiaries to, use its (and their) commercially reasonable best efforts (which shall not require the expenditure of cash or the making of any material concessions under the relevant lease) to deliver to the Administrative Agent a Property Waiver executed by the lessor of any real property that is to be leased by the Borrower, such Parent Guarantor Borrower or such U.S. Subsidiary for a term in excess of one year in any state which by statute grants such lessor a "landlord's" (or similar) Lien which is superior to the Administrative Agent's, to the extent the value of any personal property of the Borrower or its U.S. Subsidiaries that are Restricted Subsidiaries to be held at such leased property exceeds (or it is anticipated that the value of such personal property will, at any point in time during the term of such leasehold term, exceed) $6,000,000.
(b) In the event that the Borrower, any Parent Guarantor Borrower or any of their respective its U.S. Subsidiaries that is not a Foreign Subsidiary are Restricted Subsidiaries shall acquire any fee interest in real property having a value as determined in good faith by the Agents Administrative Agent in excess of $1,000,000 3,000,000 in the aggregate, the Borrower, such Parent Guarantor Borrower or such the applicable U.S. Subsidiary shall, promptly after such acquisition, execute a Mortgage in favor of the Administrative Agent, as mortgagee for the ratable benefit of the Lenders, and provide the Agents Administrative Agent with (i) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the AgentsAdministrative Agent, desirable effectively to create a valid, perfected perfected, first priority Lien, subject to Liens permitted by Section 7.2.3, against the properties purported to be covered thereby, (ii) mortgagee's title insurance policies in favor of the Administrative Agent Agent, as mortgagee for the ratable benefit of the Secured Parties Lenders, in amounts and in form and substance and issued by insurers, in each case reasonably satisfactory to the AgentsAdministrative Agent, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable indefeasible and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as permitted by Section 7.2.3 or as approved by the AgentsAdministrative Agent, and such policies shall also include include, to the extent available, a revolving credit endorsement and such other endorsements as the Agents Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon, and (iii) such other approvals, opinions, or documents as the Agents Administrative Agent may reasonably request; provided, however, that the Borrower or any of its Subsidiaries that is not a Foreign Subsidiary will not have to execute and deliver a Mortgage in respect of such property under the terms of this clause (b) if (A) the Borrower or such Subsidiary acquires such property for the purposes of entering into a Sale and Leaseback Transaction pursuant to Section 7.2.14 (such property a "Subject Property"), (B) such Subject Property is sold within one year of the date of its purchase, and (C) the Valuation Amount of such Subject Property when taken together with the Valuation Amount of each other Subject Property owned by the Borrower and its Subsidiaries does not exceed $7,000,000 at any time.
(c) In accordance with the terms and provisions of the Security DocumentsPledge Agreements, the Borrower and each U.S. Subsidiary that is a Restricted Subsidiary shall provide the Agents Administrative Agent with evidence of all recordings and filings as may be necessary or, in the reasonable opinion of the AgentsAdministrative Agent, desirable to create a valid, perfected first priority Lien, subject to the Liens permitted by Section 7.2.3, against all property acquired after the Amendment Effective Date (excluding motor vehicles, foreign intellectual property, leases of real property and (except to the extent required under clause (b) of this Section 7.1.8) fee interests in real property).
Appears in 1 contract
Future Leased Property and Future Acquisitions of Real Property; Future Acquisition of Other Property. (a) Prior to entering into any new lease of real property or renewing any existing lease of real property following the Amendment Effective Date (including any lease entered into in connection with a Sale and Leaseback Transaction)Closing Date, each of the Borrower and each Parent Guarantor shall, and shall cause each of their respective Subsidiaries that is not a Foreign Subsidiary to, use its (and their) commercially reasonable best efforts (which shall not require the expenditure of cash or the making of any material concessions under the relevant lease) to deliver to the Administrative Agent a Property Waiver executed by the lessor of any real property that is to be leased by the Borrower, such Parent Guarantor or such Subsidiary for a term in excess of one year in any state which by statute grants such lessor a "landlord's" (or similar) Lien which is superior to the Administrative Agent's.
(b) In the event that the Borrower, any Parent Guarantor or any of their respective Subsidiaries that is not a Foreign Subsidiary shall acquire any real property having a value as determined in good faith by the Agents in excess of $1,000,000 in the aggregate, the Borrower, such Parent Guarantor or such Subsidiary shall, promptly after such acquisition, execute a Mortgage and provide the Agents with (i) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Agents, desirable effectively to create a valid, perfected first priority Lien, subject to Liens permitted by Section 7.2.3, against the properties purported to be covered thereby, (ii) mortgagee's title insurance policies in favor of the Administrative Agent for the benefit of the Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Agents, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Agents, and such policies shall also include a revolving credit endorsement and such other endorsements as the Agents shall request and shall be accompanied by evidence of the payment in full of all premiums thereon, and (iii) such other approvals, opinions, or documents as the Agents may reasonably request; provided, however, that the Borrower or any of its Subsidiaries that is not a Foreign Subsidiary will not have to execute and deliver a Mortgage in respect of such property under the terms of this clause (b) if (A) the Borrower or such Subsidiary acquires such property for the purposes of entering into a Sale and Leaseback Transaction pursuant to Section 7.2.14 (such property a "Subject Property"), (B) such Subject Property is sold within one year of the date of its purchase, and (C) the Valuation Amount of such Subject Property when taken together with the Valuation Amount of each other Subject Property owned by the Borrower and its Subsidiaries does not exceed $7,000,000 at any time.
(c) In accordance with the terms and provisions of the Security Documents, provide the Agents with evidence of all recordings and filings as may be necessary or, in the reasonable opinion of the Agents, desirable to create a valid, perfected first priority Lien, subject to the Liens permitted by Section 7.2.3, against all property acquired after the Amendment Effective Closing Date (excluding leases of real property)) and not otherwise subject to Section 5.1.7.
Appears in 1 contract
Samples: Credit Agreement (Duane Reade Inc)
