Landlord Waivers; Collateral Access Agreements. At any time any Collateral with a book value in excess of $250,000 (when aggregated with all other Collateral at the same location) is located on any real property of a Loan Party located in the United States (whether such real property is now existing or acquired after the Effective Date) which is not owned by a Loan Party, or is stored on the premises of a bailee, warehouseman, or similar party, use its best efforts to obtain written subordinations or waivers or collateral access agreements, as the case may be, in form and substance satisfactory to the Collateral Agent.
Landlord Waivers; Collateral Access Agreements. (i) At any time (a) any Collateral with an aggregate book value in excess of the Dollar Equivalent of $1,000,000 (when aggregated with all other Collateral at such locations) or (b) any books and records of Loan Parties (other than books and records that are duplicative of those maintained at other locations) are located on any real property of a Loan Party (whether such real property is now existing or acquired after the Effective Date) which is not owned by a Loan Party, use commercially reasonable efforts to obtain written subordinations or waivers, in form and substance reasonably satisfactory to Collateral Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; provided that in the event the Loan Parties are unable to obtain any such written subordination or waiver with respect to any such location at which any Collateral included in the Borrowing Base is located (without regard to the foregoing $1,000,000 exception) or any such location at which books and records are located (which books and records are not duplicative of those at any other location for which Reserves have been imposed or for which a subordinated or waiver contemplated by this paragraph has been obtained), the Administrative Agent may, in its Permitted Discretion, establish such Reserves as it deems necessary (in any event not to exceed three months rent for the applicable location) with respect to such location not earlier than 90 days after the Effective Date; and
(ii) At any time any Collateral with an aggregate book value in excess of the Dollar Equivalent of $1,000,000 (when aggregated with all other Collateral at all such locations) is stored on the premises of a bailee, warehouseman, or similar party (excluding any vendor or processor), use commercially reasonable efforts to obtain written access agreements, in form and substance reasonably satisfactory to the Collateral Agent, providing for access to such Collateral located on such premises in order to remove such Collateral from such premises during an Event of Default; provided that in the event the Loan Parties are unable to obtain, or, in the case of any vendor or processor location, chose not to obtain, any such written access agreements with respect to any location at which any Collateral included in the Borrowing Base is located (without regard to the foregoing $1,000,000 exception or exception for vendor and processor locations), the Admini...
Landlord Waivers; Collateral Access Agreements. (i) At any time any Collateral with a book value in excess of $100,000 (when aggregated with all other Collateral at the same location) is located on any real property of a Loan Party (whether such real property is now existing or acquired after the Effective Date) which is not owned by a Loan Party, use its commercially reasonable efforts to obtain written subordinations or waivers, in form and substance satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; and
(ii) Use its commercially reasonable efforts to obtain written access agreements, in form and substance satisfactory to the Agent, providing access to Collateral located on any premises not owned by a Loan Party in order to remove such Collateral from such premises during an Event of Default.
Landlord Waivers; Collateral Access Agreements. Obtain written subordinations or waivers or collateral access agreements, as the case may be, in form and substance satisfactory to the Administrative Agent, with respect to each of the following locations (to the extent such location is not owned by a Loan Party): (i) the headquarters location of each Loan Party, (ii) each other location of each Loan Party at which books and records of any Loan Party or any of its Subsidiaries are located, and (iii) each other location at which Collateral with a fair market value in excess of $1,000,000 (when aggregated with all other Collateral at the same location) is located or stored.
Landlord Waivers; Collateral Access Agreements. Use commercially reasonable efforts to obtain written subordinations or waivers or collateral access agreements, as the case may be, in form and substance satisfactory to the Collateral Agent, (i) at any time any Collateral with a book value in excess of $1,000,000 (when aggregated with all other Collateral at the same location) is located on any real property of a Loan Party (whether such real property is now existing or acquired after the Effective Date) which is not owned by a Loan Party, or is stored on the premises of a bailee, warehouseman, or similar party and (ii) with respect to any location of the Loan Parties in which the Loan Parties maintain Account Receivable and account payable registers.
Landlord Waivers; Collateral Access Agreements. (i) At any time any Collateral with a book value in excess of $250,000 (when aggregated with all other Collateral at the same location) is located on any real property of a Loan Party (whether such real property is now existing or acquired after the Effective Date) which is not owned by a Loan Party, use commercially reasonable efforts to obtain written subordinations or waivers, in form and substance satisfactory to the Collateral Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; provided, that in the event the Loan Parties are unable to obtain any such written subordination or waiver any Agent may, in its reasonable discretion, establish such Reserves as it deems necessary with respect to any such Collateral; and
(ii) At any time any Collateral with a book value in excess of $250,000 (when aggregated with all other Collateral at the same location) is stored on the premises of a bailee, warehouseman, or similar party, use commercially reasonable efforts to obtain written access agreements, in form and substance satisfactory to the Collateral Agent, providing for access to Collateral located on such premises in order to remove such Collateral from such premises during an Event of Default; provided, that in the event the Loan Parties are unable to obtain any such written access agreements, any Agent may, in its reasonable discretion, establish such Reserves as it deems necessary with respect to any such Collateral.
Landlord Waivers; Collateral Access Agreements. (i) Use commercially reasonable efforts to deliver to the Administrative Agent a landlord waiver, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and which may be included as a provision contained in the relevant lease, executed by each landlord with respect to each of the Loan Parties’ leases for real property where the Loan Parties’ books and records are located and where Collateral with a book value in excess of [Redacted – Commercially Sensitive Information] (when aggregated with all other Collateral at the same location) is located and (ii) if at any time any Collateral with a book value in excess of [Redacted – Commercially Sensitive Information] (when aggregated with all other Collateral at the same location) is or the Loan Parties’ books and records are stored on the premises of a bailee, warehouseman, or similar party, use commercially reasonable efforts to obtain written subordinations or waivers or collateral access agreements, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.
Landlord Waivers; Collateral Access Agreements. Unless otherwise waived by the Collateral Agent in its sole discretion, at any time any Collateral with a book value in excess of $500,000 (when aggregated with all other Collateral at the same location) is located on any real property of a Loan Party (whether such real property is now existing or acquired after the Effective Date) which is not owned by a Loan Party, or is stored on the premises of a bailee, warehouseman, or similar party, use commercially reasonable efforts to obtain written subordinations or waivers or collateral access agreements, as the case may be, in form and substance satisfactory to the Collateral Agent.
Landlord Waivers; Collateral Access Agreements. (i) At any time any Collateral with a book value in excess of $100,000 (when aggregated with all other Collateral at the same location) is located on any real property of a Loan Party (whether such real property is now existing or acquired after the Effective Date) which is not owned by a Loan Party, use reasonable efforts to obtain a Landlord Waiver; provided, that in the event the Loan Parties are unable to obtain any such Landlord Waiver the Administrative Agent may establish Reserves to the Borrowing Base as it deems necessary with respect to any such Collateral; and
(ii) Use reasonable efforts to obtain Bailee Letters or similar collateral access agreements, in form and substance reasonably satisfactory to the Collateral Agent, providing access to Collateral located on any premises not owned by a Loan Party in order to remove such Collateral from such premises during an Event of Default; provided, that in the event the Loan Parties are unable to obtain any such written access agreements, the Administrative Agent may establish Reserves to the Borrowing Base as it deems necessary with respect to any such Collateral.
Landlord Waivers; Collateral Access Agreements. Use commercially reasonable efforts to obtain at the time it enters into a lease for real property not occupied on the Effective Date or delivers possession of Collateral to Persons that did not have possession of Collateral on the Effective Date, a landlord's waiver from the landlord of such real property (which waiver may be contained in such lease) or a collateral access agreement from the Person that has possession of such Collateral, in form and substance reasonably satisfactory to the Collateral Agent.
