Common use of Landlord Waivers; Collateral Access Agreements Clause in Contracts

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 Administrative Agent may, in its reasonable discretion, establish such Reserves as it deems necessary (in any event not to exceed three months of bailee fees, warehouseman fees, processing fees or similar fees owing to such bailee, warehouseman, vendor, processor or similar party for the applicable location) with respect to such location not earlier than 90 days after the Effective Date.

Landlord Waivers; Collateral Access Agreements. (i) At any time (a) any Collateral with an aggregate a book value in excess of the Dollar Equivalent of $1,000,000 250,000 (when aggregated with all other Collateral at such locationsthe same location) or (b) any books and records of Loan Parties (other than books and records that are duplicative of those maintained at other locations) are is located on any real property of located in the United States occupied or operated by 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 Agentthe Agents, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; provided 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 Discretionreasonable discretion, establish such Reserves as it deems necessary (in any event not to exceed three months rent for the applicable location) with respect to any such location not earlier than 90 days after the Effective DateCollateral; and (ii) At any time any Collateral with an aggregate a book value in excess of the Dollar Equivalent of $1,000,000 250,000 (when aggregated with all other Collateral at all such the same location and excluding Inventory on consignment at any customer locations) is stored on the premises of a bailee, warehouseman, or similar party (excluding any vendor or processor)located in the United States, use commercially reasonable efforts to obtain written access agreements, in form and substance reasonably satisfactory to the Collateral AgentAgents, 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 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, 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)agreements, the Administrative Agent may, in its reasonable discretion, establish such Reserves as it deems necessary (in any event not to exceed three months of bailee fees, warehouseman fees, processing fees or similar fees owing to such bailee, warehouseman, vendor, processor or similar party for the applicable location) with respect to any such location not earlier than 90 days after the Effective DateCollateral.

Landlord Waivers; Collateral Access Agreements. (i) At any time (a) any Collateral with an aggregate a book value in excess of the Dollar Equivalent of $1,000,000 250,000 (when aggregated with all other Collateral at such locationsthe same location) or (b) any books and records of Loan Parties (other than books and records that are duplicative of those maintained at other locations) are is located on any real property of a Loan Party (whether such real property is now existing owned or is 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 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 Collateral (it being understood that in the event the Loan Parties are unable to obtain any such written subordination or waiver the Administrative Agent shall, at the direction of the Collateral Agent using its reasonable discretion, establish such reserves against Availability as the Collateral Agent deems necessary with respect to any such Collateral); provided, however, that the Loan Parties shall be permitted to maintain Collateral with a book value in excess of $250,000 but not in excess of $1,500,000 (when aggregated with all other Collateral at the same location) at any one location at which any Collateral included in the Borrowing Base United States which is located not owned by a Loan Party (other than the location specified in Section 6.01(r)(ii)) without regard using commercially reasonable efforts to the foregoing $1,000,000 exception) obtain such written subordinations 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 Datewaivers; and (ii) At any time any Collateral with an aggregate a book value in excess of the Dollar Equivalent of $1,000,000 250,000 (when aggregated with all other Collateral at all such locationsthe same location) is stored located on the any premises of not owned by a bailee, warehouseman, or similar party (excluding any vendor or processor)Loan Party, use commercially reasonable efforts to 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 Default (it being understood 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, 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)agreements, the Administrative Agent mayshall, in at the direction of the Collateral Agent using its reasonable discretion, establish such Reserves reserves against Availability as it the Collateral Agent deems necessary (in any event not to exceed three months of bailee fees, warehouseman fees, processing fees or similar fees owing to such bailee, warehouseman, vendor, processor or similar party for the applicable location) with respect to any such Collateral); provided, however, that the Loan Parties shall be permitted to maintain Collateral with a book value in excess of $250,000 but not in excess of $1,500,000 (when aggregated with all other Collateral at the same location) at any one location in the United States which is not earlier owned by a Loan Party (other than 90 days after the Effective Datelocations specified in Section 6.01(r)(iii)) without using commercially reasonable efforts to obtain such written access agreements.

Landlord Waivers; Collateral Access Agreements. 4.12.1 Each Grantor shall (i) At any time use commercially reasonable efforts until the date that is ninety (a90) any days after the Effective Date (or such later date agreed to by the Collateral Agent in its reasonable discretion), to execute and deliver to the Collateral Agent a landlord waiver, in form and substance satisfactory to the Required Secured Parties and which may be included as a provision contained in the relevant lease, executed by each landlord with an aggregate respect to each of the leases set forth on Part B of Schedule 1 hereto to the extent the book value in excess of the Dollar Equivalent of Collateral maintained at such location exceeds $1,000,000 250,000 (when aggregated with all other Collateral at the same location) and (ii) use commercially reasonable efforts until the date that is ninety (90) days after the Effective Date (or such locationslater date agreed to (a) by the Collateral Agent in its reasonable discretion so long as such later date is not more than 60 days after such 90th day or (b) by the Required Secured Parties in their reasonable discretion if such later date is more than 60 days after such 90th day), to execute and deliver to the Collateral Agent a collateral access agreement, in form and substance satisfactory to the Collateral Agent, executed by each Person set forth on Part C of Schedule 1 hereto who possesses Inventory of any books and records Grantor to the extent the book value of Loan Parties (other than books and records that are duplicative of those Collateral maintained at such location exceeds $250,000 (when aggregated with all other locationsCollateral at the same location); 4.12.2 Each Grantor shall 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 Required Secured Parties, (i) are 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 PartyGrantor, 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 and (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 ii) with respect to any location at of the Grantors in which any Collateral included in the Borrowing Base is located (without regard to the foregoing $1,000,000 exception or exception for vendor Grantors maintain Accounts and processor locations), the Administrative Agent may, in its reasonable discretion, establish such Reserves as it deems necessary (in any event not to exceed three months of bailee fees, warehouseman fees, processing fees or similar fees owing to such bailee, warehouseman, vendor, processor or similar party for the applicable location) with respect to such location not earlier than 90 days after the Effective Dateaccount payable registers.

Landlord Waivers; Collateral Access Agreements. (i) At any time (a) any Collateral with an aggregate a book value in excess of the Dollar Equivalent of $1,000,000 5,000,000 (when aggregated with all other Collateral at such locationsthe same location) or (b) any books and records of Loan Parties (other than books and records that are duplicative of those maintained at other locations) are is located on any real property of a Loan Party (whether such real property that is now existing or acquired after the Effective Date) Date which is not owned by a Loan PartyParty and (ii) at any time that the book value of the Collateral located on any real property of a Loan Party that is existing on the Effective Date which is not owned by a Loan Party and with respect to which such Loan Party was not required to deliver a written landlord waiver, use collateral access agreement or similar agreement pursuant to Section 6.01(e)(xxiv) on the Effective Date exceeds the book value of the Collateral located on any such real property on the Effective Date by more than $2,500,000 (when aggregated with all other Collateral at the same location), obtain (or in the case of clause (ii) above, exercise commercially reasonable efforts to obtain obtain) written subordinations landlord waivers, collateral access agreements or waiverssimilar agreements, in form and substance reasonably satisfactory to Collateral Agentthe Agents; provided, 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 (x) in the event the Loan Parties are unable to obtain any such written subordination or waiver the Administrative Agent may in its reasonable discretion (or shall, if requested by the Collateral Agent) establish such reserves as it deems necessary with respect to any such location at which any Collateral included in the Borrowing Base is located and (without regard to the foregoing $1,000,000 exceptiony) 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 no Loan Party shall be required to obtain written access agreements, subordinations or waivers for any real property in form and substance reasonably satisfactory which a Loan Party leases the subterranean mineral rights but owns in fee the surface rights to the Collateral Agent, providing for access to real property in which 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 leased subterranean minerals 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 Administrative Agent may, in its reasonable discretion, establish such Reserves as it deems necessary (in any event not to exceed three months of bailee fees, warehouseman fees, processing fees or similar fees owing to such bailee, warehouseman, vendor, processor or similar party for the applicable location) with respect to such location not earlier than 90 days after the Effective Datelocated.

Landlord Waivers; Collateral Access Agreements. (ia) At any time (a) any Collateral with an aggregate book value a Book Value in excess of the Dollar Equivalent of $1,000,000 300,000 (when aggregated with all other Collateral at such locationsthe same location) or (b) any books and records of Loan Parties (other than books and records that are duplicative of those maintained at other locations) are is located on any real property of a Loan Credit Party (whether such real property is now existing or acquired after the Effective Closing Date) which is not owned by a Loan Credit Party, use commercially reasonable efforts to obtain written subordinations or waiversa Landlord Waiver; provided, 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 Credit Parties (i) are unable to obtain any such written subordination Landlord Waiver or waiver (ii) maintain Collateral with a Book Value in excess of $100,000 but less than or equal to $300,000 at any location that is not subject to Landlord Waiver, then Agent may establish Reserves to the Primary Borrowing Base and/or the Export-Related Borrowing Base as it deems necessary in its Permitted Discretion with respect to any such location at which any Collateral that is included in the Primary Borrowing Base is located (without regard to and/or 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 DateExport-Related Borrowing Base; and (iib) 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 Use reasonable efforts to obtain written Bailee Letters or similar collateral access agreements, in form and substance reasonably satisfactory to the Collateral Agent, providing for access to such Collateral located on such any premises not owned by a Credit Party in order to remove such Collateral from such premises during an Event of Default; provided provided, that in the event the Loan Credit Parties are unable to obtain, or, in the case of any vendor or processor location, chose not to obtain, obtain any such written access agreements agreements, Agent may establish Reserves to the Primary Borrowing Base and/or the Export-Related Borrowing Base as it deems necessary in its Permitted Discretion with respect to any location at which any such Collateral that is included in the Primary Borrowing Base is located (without regard to and/or the foregoing $1,000,000 exception or exception for vendor and processor locations), the Administrative Agent may, in its reasonable discretion, establish such Reserves as it deems necessary (in any event not to exceed three months of bailee fees, warehouseman fees, processing fees or similar fees owing to such bailee, warehouseman, vendor, processor or similar party for the applicable location) with respect to such location not earlier than 90 days after the Effective DateExport-Related Borrowing Base.